As filed with the Securities and Exchange Commission on February 3, 2021

Registration Number 333-      ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LANDCADIA HOLDINGS III, INC.
(Exact name of registrant as specified in its charter)

Delaware	6770	85-2096734
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1510 West Loop South
Houston, Texas 77027
Telephone: (713) 850-1010
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Steven L. Scheinthal
1510 West Loop South
Houston, Texas 77027
Telephone: (713) 850-1010
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Joel L. Rubinstein
Jonathan P. Rochwarger
Elliott M. Smith
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 819-8200 David Blittner
Craig Marcus
Carl Marcellino
Laura Steinke
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
(212) 596-9000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Merger Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
​	☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

☐
Exchange Act Rule 13e-4(i)
(Cross-Border Issuer Tender Offer) ​ ☐
Exchange Act Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer) ​

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Class A common stock, par value $0.0001 per share	102,630,000	​	$	10.40	​	$	1,067,352,000	​	$	116,448.10
Total	​	​	​	​	​	$	1,067,352,000	​	$	116,448.10

(1)

Based on the number of shares of Class A common stock, par value $0.0001 per share (“Landcadia Class A common stock”), of the registrant (“Landcadia”) estimated to be issued in connection with the business combination described herein (the “Business Combination”). Such number of shares is based on the sum of (i) 93,958,000 shares of common stock to be issued to the holders HMAN Group Holdings Inc. common stock (assuming that all outstanding options to acquire such stock (the “Hillman Options”) are exercised prior to the closing of the Business Combination) and (ii) 8,672,000 shares of Landcadia Class A common stock to be issued upon conversion of 8,672,000 shares of Landcadia Class B common stock.

(2)

Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is calculated as the product of (i) 102,630,000 shares of Landcadia Class A common stock and (ii) $10.40, the average of the high and low trading prices of Landcadia Class A common stock on The Nasdaq Capital Market on January 28, 2021 (such date is within five business days prior to the date of this Registration Statement).

(3)

Calculated pursuant to Rule 457 under the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by .0001091.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION DATED FEBRUARY 3, 2021

PROXY STATEMENT OF
LANDCADIA HOLDINGS III, INC.
PROSPECTUS FOR
102,630,000 SHARES OF CLASS A COMMON STOCK OF
LANDCADIA HOLDINGS III, INC. (WHICH WILL BE RENAMED HILLMAN SOLUTIONS CORP.)

On January 24, 2021, the board of directors of Landcadia Holdings III, Inc., a Delaware corporation (“Landcadia,” “we,” “us” or “our”), unanimously approved an agreement and plan of merger, dated January 24, 2021, by and among Landcadia, Helios Sun Merger Sub, Inc., a wholly owned subsidiary of Landcadia (“Merger Sub”), HMAN Group Holdings Inc., a Delaware corporation (“Hillman Holdco”) and CCMP Sellers’ Representative, LLC, a Delaware limited liability company in its capacity as the Stockholder Representative thereunder (in such capacity, the “Stockholder Representative”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is adopted by Landcadia’s stockholders and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into Hillman Holdco with Hillman Holdco surviving the merger as a wholly owned subsidiary of Landcadia (the “Business Combination”). Hillman Holdco is a holding company that indirectly holds all of the issued and outstanding capital stock of The Hillman Group, Inc., which, together with its direct and indirect subsidiaries (Hillman Holdco, The Hillman Group, Inc. and its direct and indirect subsidiaries, collectively, “Hillman” and each such entity, a “Hillman Group Entity”), is in the business of providing hardware-related products and related merchandising services to retail markets in North America. In connection with the consummation of the Business Combination, Landcadia will be renamed “Hillman Solutions Corp.” and is referred to herein as “New Hillman” as of the time following such change of name.

In accordance with the terms and subject to the conditions of the Merger Agreement, Landcadia has agreed to pay aggregate consideration in the form of New Hillman common stock (the “Aggregate Consideration”) calculated as described below and equal to a value of approximately (i) $911,300,000 plus (ii) $28,280,000, such amount being the value of 2,828,000 shares of Class B common stock, par value $0.0001 per share, of Landcadia (the “Landcadia Class B common stock”), valued at $10.00 per share that our sponsors, TJF, LLC (“TJF Sponsor”) and Jefferies Financial Group Inc., (“JFG Sponsor” and, together with TJF Sponsor, the “Sponsors”), have agreed to forfeit at the closing of the Business Combination (the “Closing”).

At the effective time of the Business Combination, all outstanding shares of common stock of Hillman Holdco will be cancelled in exchange for the right to receive, with respect to each such share, a certain number of shares of New Hillman common stock valued at $10.00 per share equal to (A) (i) the Aggregate Consideration plus (ii) the value that would be received by Hillman Holdco upon the exercise of all outstanding Hillman Holdco options as of immediately prior to the Closing (the “Adjusted Purchase Price”), divided by (B) (i) the total number of shares of Hillman Holdco common stock outstanding as of immediately prior to the Closing plus (ii) the number of shares of Hillman Holdco common stock underlying all then outstanding Hillman Holdco options and shares of Hillman Holdco restricted stock outstanding as of immediately prior to the Closing (the “Adjusted Per Share Merger Value”).

At the effective time, each outstanding option to purchase shares of Hillman Holdco common stock (a “Hillman Holdco Option”), whether vested or unvested, will be assumed by New Hillman and will be converted into an option to acquire common stock of New Hillman (“New Hillman Options”) with substantially the same terms and conditions as applicable to the Hillman Holdco Option immediately prior to the effective time (including expiration date, vesting conditions and exercise provisions), except that (i) each such Hillman Holdco Option shall be exercisable for that number of shares of New Hillman common stock equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Hillman Holdco common stock subject to such Hillman Holdco Assumed Option immediately prior the effective time multiplied by (B) the quotient of (1) the Adjusted Per Share Merger Value divided by (2) $10.00 (such quotient, with respect to each Hillman Holdco Option, the “Closing Stock Per Option Amount”), (ii) the per share exercise price for each share of New Hillman common stock issuable upon exercise of the New Hillman Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Hillman Holdco subject to such Hillman Holdco Option immediately prior to the effective time by (B) the Closing Stock Per Option Amount; (iii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may appropriately adjust the performance conditions applicable to certain of the New Hillman Options; and (iv) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Options as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Options and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan;

At the effective time, each share of unvested restricted Hillman Holdco common stock will be cancelled and converted into the right to receive a number of shares of restricted New Hillman common stock (“New Hillman

Restricted Stock”) equal to the quotient of (a) the Adjusted Per Share Merger Value divided by (b) $10.00 (such quotient, with respect to each share of unvested Hillman Holdco restricted stock, the “Closing Stock Per Restricted Share Amount”) with substantially the same terms and conditions as were applicable to the related share of Hillman Holdco Restricted Stock immediately prior to the effective time (including with respect to vesting and termination-related provisions), except that (i) any per-share repurchase price of such New Hillman Restricted Stock shall be equal to the quotient obtained by dividing (A) the per-share repurchase price applicable to the Hillman Holdco Restricted Stock, by (B) the Closing Per Stock Restricted Share Amount, rounded up to the nearest cent and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Restricted Stock as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Restricted Stock and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

At the effective time, each Hillman Holdco restricted stock unit (each a “Hillman Holdco RSU”) will be assumed by New Hillman and converted into a restricted stock unit in respect of shares of New Hillman common stock (each, a “New Hillman RSU”) with substantially the same terms and conditions as were applicable to such Hillman Holdco RSU immediately prior to the effective time (including with respect to vesting and termination-related provisions), except that (i) each New Hillman RSU shall represent the right to receive (subject to vesting) that number of shares of New Hillman common stock equal to the product (rounded up to the nearest whole number) of the number of shares of Hillman Holdco Common Stock underlying the Hillman Holdco RSU immediately prior to the effective time multiplied by the quotient of (a) the Adjusted Per Share Merger Value divided by (b) $10.00 (such quotient, with respect to each Hillman Holdco restricted stock unit, the “Hillman Holdco RSU Exchange Ratio”); and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman RSUs as it may determine in good faith are appropriate to effectuate the administration of the New Hillman RSUs and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

In addition, pursuant to the A&R Letter Agreement, Landcadia’s Sponsors will, at the Closing of the Business Combination, forfeit a total of 3,828,000 of their shares of Landcadia Class B common stock (the “Sponsor Forfeited Shares”), with 2,828,000 shares being forfeited by the Sponsors on a basis pro rata with their ownership of Landcadia and 1,000,000 additional shares being forfeited by the TJF Sponsor.

The maximum number of shares of New Hillman common stock expected to be issued at the Closing of the Business Combination is 102,630,000, which amount includes up to 93,958,000 shares of New Hillman common stock that may be issued assuming that all outstanding Hillman Options are exercised prior to Closing. Holders of shares of Hillman Holdco capital stock are expected to hold, in the aggregate, between approximately 48.7% and 52.7% of the issued and outstanding shares of New Hillman common stock immediately following the Closing of the Business Combination.

Immediately prior to the effective time of the Business Combination, with the exception of the Sponsor Forfeited Shares, each of the currently issued and outstanding shares of Landcadia Class B common stock will automatically convert, on a one-for-one basis, into shares of Landcadia Class A common stock in accordance with the terms of the Current Charter, and thereafter, in connection with the Closing, the Landcadia Class A common stock will be reclassified as New Hillman common stock in accordance with the terms of the Proposed Charter.

Landcadia’s units, Class A common stock and public warrants are publicly traded on The Nasdaq Capital Market (“Nasdaq”) under the symbols “LCYAU”, “LCY” and “LCYAW”, respectively. Landcadia intends to apply to list the New Hillman common stock and public warrants on Nasdaq under the symbols “HLMN” and “HLMNW”, respectively, upon the Closing of the Business Combination. In connection with the Closing, each of Landcadia's oustanding units will separate into the underlying shares of Landcadia Class A common stock and public warrants and so New Hillman will not have units traded following Closing of the Business Combination.

Landcadia will hold a special meeting of stockholders (the “Special Meeting”) to consider matters relating to the Business Combination. Landcadia cannot complete the Business Combination unless Landcadia’s stockholders consent to the approval of the Merger Agreement and the transactions contemplated thereby. Landcadia is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

Unless adjourned, the Special Meeting of the stockholders of Landcadia will be held at [•] a.m., New York City time, on [•], 2021 at [•]. Landcadia has determined that the special meeting will be a virtual meeting conducted exclusively via live webcast. You or your proxyholder will be able to attend the virtual special meeting online, vote, and view the list of stockholders entitled to vote at the special meeting by visiting [•] and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

This proxy statement/prospectus provides you with detailed information about the Business Combination. It also contains or references information about Landcadia and New Hillman and certain related matters. You are encouraged to read this proxy

statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 44 for a discussion of the risks you should consider in evaluating the Business Combination and how it will affect you.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing [•]. This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at [•].

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/ prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated, [•] 2021, and is first being mailed to stockholders of Landcadia on or about, [•] 2021.

LANDCADIA HOLDINGS III, INC.

1510 West Loop South
Houston, Texas 77027

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•], 2021

TO THE STOCKHOLDERS OF LANDCADIA HOLDINGS III, INC.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of Landcadia Holdings III, Inc., a Delaware corporation (“Landcadia,” “we,” “us” or “our”), will be held at [•] a.m., New York City time, on [•], 2021 at [•]. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(a)

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the agreement and plan of merger, dated as of January 24, 2021 (as may be amended and/or restated from time to time, the “Merger Agreement”), by and among Landcadia; Helios Sun Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Landcadia (“Merger Sub”); HMAN Group Holdings Inc. a Delaware corporation (“Hillman Holdco”); and CCMP Sellers’ Representative, LLC, solely in its capacity as representative of the stockholders of Hillman Holdco (the “Stockholder Representative”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Hillman Holdco with Hillman Holdco surviving the merger as a wholly owned subsidiary of Landcadia (the transactions contemplated by the Merger Agreement, the “Business Combination” and such proposal, the “Business Combination Proposal”);

(b)

Proposal No. 2 — The Charter Proposal — to consider and vote upon a proposal to approve, assuming the other condition precedent proposals (as defined below) are approved and adopted, the proposed third amended and restated certificate of incorporation of Landcadia (the “Proposed Charter”), which will replace Landcadia’s second amended and restated certificate of incorporation, dated October 8, 2020 (the “Current Charter”) and will be in effect upon the Closing of the Business Combination (we refer to such proposal as the “Charter Proposal”);

(c)

Proposal No. 3 — The Advisory Charter Proposals — to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as seven separate sub-proposals (we refer to such proposals as the “Advisory Charter Proposals”);

(i)

Advisory Charter Proposal A — Our Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to adopt, amend, alter or repeal the Current Charter. The Proposed Charter will require the approval by affirmative vote of the holders of at least 66% in voting power of the outstanding common stock of the combined company to amend certain provisions of the Proposed Charter as follows: Article FIFTH, which addresses amending or addressing the number, election, terms and removal of the classified board structure and any directors thereof; Article SIXTH, which addresses requirements relating to the amendment of our Bylaws; Article SEVENTH, Section 7.1, which addresses the requirement that special meetings be called only by the New Hillman Board; Article SEVENTH, Section 7.3, which addresses the requirement that stockholders take action at a meeting rather than by written consent; Article EIGHTH, which addresses the limitation on personal liability for a director’s breach of fiduciary duty and ability to indemnify, and advance expenses to, any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the Company or any predecessor of the combined company or is or was serving at the request of the combined company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; Article NINTH, which addresses the specification that certain transactions are not “corporate opportunities”; Article TENTH, which addresses the election not to be governed by DGCL Section 203 and inclusion of a provision

substantially similar to DGCL 203; and Article ELEVENTH, which addresses requirements to amend, alter, change or repeal certain provisions of the Proposed Charter.

(ii)

Advisory Charter Proposal B — Our Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares for stockholders to adopt, amend, alter or repeal the bylaws of New Hillman. The Proposed Charter would require the approval by the affirmative vote of the holders of at least 66% in voting power of the then outstanding shares of common stock of New Hillman for stockholders to adopt, amend, alter or repeal the bylaws of New Hillman.

(iii)

Advisory Charter Proposal C — Our Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to remove a director from office. The Proposed Charter would require the approval by the affirmative vote of the holders of at least 66% in voting power of the then outstanding shares of common stock of New Hillman to remove a director from office.

(iv)

Advisory Charter Proposal D — Under the Current Charter, Landcadia is subject to Section 203 of the DGCL. The additional amendment would cause the combined company to not be governed by Section 203 of the DGCL and, instead, include a provision in the Proposed Charter that is substantially similar to Section 203 of the DGCL, but excludes from the definition of “interested stockholder” ​(A) the investment funds affiliated with CCMP Capital Advisors, LP and their respective successors, Transferees and Affiliates (each as defined in the Proposed Charter) (the “Sponsor Holders”) because such stockholders currently hold voting power of Hillman Holdco in excess of, and immediately following the Business Combination these parties will hold voting power of the combined company in excess of, the 15% threshold under Section 203, and (B) any person whose ownership of shares in excess of the 15% threshold is the result of any action taken solely by the combined company. Upon consummation of the Business Combination, the Sponsor Holders will become “interested stockholders” within the meaning of Section 203 of the DGCL, but will not be subject to the restrictions on business combinations set forth in Section 203, as our Board approved the Business Combination in which such stockholders became interested stockholders prior to such time they became interested stockholders.

(v)

Advisory Charter Proposal E — Our Current Charter authorizes the issuance of 380,000,000 shares of Landcadia Class A common stock, 20,000,000 shares of Landcadia Class B common stock and 1,000,000 shares of preferred stock. The Proposed Charter would increase the total number of authorized shares of common stock to 500,000,000 and 1,000,000 shares of preferred stock. As part of the transactions contemplated by the Merger Agreement and in accordance with the Current Charter, all Landcadia Class B common stock will be automatically converted on a one-for-one basis into shares of Landcadia Class A common stock, and all shares of Landcadia Class A common stock will be renamed as “common stock” for all purposes under the Proposed Charter.

(vi)

Advisory Charter Proposal F — The Proposed Charter provides that New Hillman will renounce any interest or expectancy in, or in being offered an opportunity to participate in, any business opportunities that are from time to time available to CCMP Capital Advisors, LP, the investment funds affiliated with CCMP Capital Advisors, LP or their respective successors, Transferees, and Affiliates (each as defined in the Proposed Charter) (other than New Hillman and its subsidiaries) or any of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any who serve as officers or directors of New Hillman.

(vii)

Advisory Charter Proposal G — The Current Charter permits only holders of Class B common stock to take action by written consent in lieu of taking action at a meeting of stockholders. The Proposed Charter instead prohibits stockholder action by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent.

(d)

Proposal No. 4 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve, assuming the other condition precedent proposals (as defined below) are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) shares of New Hillman common stock pursuant to the terms of the Merger Agreement and (y) shares of Landcadia Class A common stock to certain institutional investors including JFG Sponsor (collectively, the “PIPE Investors”) in connection with the Private Placement (we refer to this proposal as the “Stock Issuance Proposal”);

(e)

Proposal No. 5 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve, assuming the other condition precedent proposals (as defined below) are approved and adopted, the Hillman Solutions Corp. 2021 Equity Incentive Plan (the “Incentive Equity Plan”), a copy of which is attached to this proxy statement/prospectus as Annex F, including the authorization of the initial share reserve under the Incentive Equity Plan (the “Incentive Plan Proposal”);

(f)

Proposal No. 6 — The ESPP Proposal — to consider and vote upon a proposal to approve, assuming the condition precedent proposals (as defined below) are approved and adopted, the Hillman Solutions Corp. 2021 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as AnnexG, including the authorization of the initial share reserve under the ESPP (the “ESPP Proposal”);

(g)

Proposal No. 7 — The Director Election Proposal — to consider and vote upon a proposal to elect, assuming the other condition precedent proposals (as defined below) are approved and adopted, nine directors, comprising three directors to serve as Class I directors, three directors to serve as Class II directors and three directors to serve as Class III directors, in each case to serve on New Hillman’s board of directors for a term expiring at the annual meeting of stockholders to be held in, respectively, 2022 in the case of Class I directors, 2023 in the case of Class II directors and 2024 in the case of Class III directors, or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal (the “Director Election Proposal”);

(h)

Proposal No. 8 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal (together the “condition precedent proposals”) would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).

Only holders of record of shares of Landcadia’s Class A common stock and Class B common stock (collectively, “Landcadia Shares”) at the close of business on [•], 2021 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read, when available, the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, Landcadia’s Board has determined that each of the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of Landcadia and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals and “FOR” each of the director nominees.

The existence of financial and personal interests of Landcadia’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of Landcadia and its stockholders and what they may believe is best for himself or themselves in

determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Landcadia’s Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.

Under the Merger Agreement, the approval of the condition precedent proposals presented at the Special Meeting is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the other condition precedent proposals. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated. The ESPP Proposal is conditioned upon the approval of the condition precedent proposals. The Adjournment Proposal and the Advisory Charter Proposals are not conditioned on the approval of any other proposal.

In connection with the signing of the Merger Agreement, our Sponsors and our officers and directors entered into an amended and restated letter agreement, pursuant to which they agreed to vote their shares of Landcadia Class B common stock purchased prior to our initial public offering (the “founder shares”), as well as any shares of Landcadia Class A common stock sold as part of the units by us in our initial public offering (the “public shares”) purchased by them during or after our initial public offering, in favor of the Business Combination Proposal, and to vote their shares in favor of all other proposals being presented at the Special Meeting. As of the date hereof, our Sponsors own approximately 22.4% of our total outstanding common stock.

Pursuant to the Current Charter, a holder of public shares (a “public stockholder”) may request that Landcadia redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)

prior to [•] p.m., New York City time, on [•], 2021, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, Landcadia’s transfer agent (the “transfer agent” or “Continental”), that Landcadia redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of January 22, 2021, this would have amounted to approximately $10.00 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the Closing (as defined below). If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that Landcadia instruct the transfer agent to return the shares (physically or electronically). The holder can make such

request by contacting the transfer agent, at the address or email address listed in this proxy statement/​prospectus. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Furthermore, in connection with the execution of the Merger Agreement, Landcadia entered into subscription agreements (the “Subscription Agreements”) with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase, immediately prior to the Closing, an aggregate of 37,500,000 shares of Landcadia Class A common stock, including 2,500,000 shares of Landcadia Class A common stock to be purchased by JFG Sponsor, at a purchase price of $10.00 per share.

All Landcadia Stockholders are cordially invited to attend the Special Meeting which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding Landcadia Shares, you may also cast your vote at the Special Meeting electronically by visiting [•]. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. The Charter Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Landcadia Shares, voting as a single class. Accordingly, if you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as a vote “AGAINST” the Charter Proposal. Because approval of the other proposals only require a majority of the votes cast, assuming a quorum is established at the Special Meeting, if you do not vote or do not instruct your broker or bank how to vote, it will have no effect on these other proposals because such action would not count as a vote cast at the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/ prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing [•]. This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at [•].

Thank you for your participation. We look forward to your continued support.

​	By Order of the Board of Directors,
Tilman J. Fertitta, Co-Chairman and Chief Executive Officer	Richard Handler, Co-Chairman and President

[•], 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF LANDCADIA CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF LANDCADIA CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF LANDCADIA CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/​PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Landcadia, constitutes a prospectus of Landcadia under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of Landcadia to be issued to Hillman Holdco’s stockholders under the Merger Agreement. This document also constitutes a proxy statement of Landcadia under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

You should rely only on the information contained or incorporated by reference into this proxy statement/​prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/ prospectus to Landcadia Stockholders nor the issuance by Landcadia of its common stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding Landcadia has been provided by Landcadia and information contained in this proxy statement/prospectus regarding Hillman Holdco and Hillman has been provided by Hillman Holdco.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

ADDITIONAL INFORMATION	1
CERTAIN DEFINED TERMS	2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	6
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING	8
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	23
SUMMARY HISTORICAL FINANCIAL INFORMATION OF LANDCADIA	36
SUMMARY HISTORICAL FINANCIAL INFORMATION OF HILLMAN HOLDCO	37
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	39
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION	41
MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION	43
RISK FACTORS	44
INFORMATION ABOUT THE PARTIES TO THE BUSINESS COMBINATION	68
THE SPECIAL MEETING	69
THE BUSINESS COMBINATION PROPOSAL	76
THE MERGER AGREEMENT	91
ANCILLARY AGREEMENTS RELATED TO THE BUSINESS COMBINATION	105
THE CHARTER PROPOSAL	108
THE ADVISORY CHARTER PROPOSALS	111
THE STOCK ISSUANCE PROPOSAL	115
THE INCENTIVE PLAN PROPOSAL	116
THE DIRECTOR ELECTION PROPOSAL	126
THE ADJOURNMENT PROPOSAL	127
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	128
OTHER INFORMATION RELATED TO LANDCADIA	136
SELECTED HISTORICAL FINANCIAL INFORMATION OF LANDCADIA	150
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF LANDCADIA	151
BUSINESS OF HILLMAN	153
SELECTED HISTORICAL FINANCIAL INFORMATION OF HILLMAN HOLDCO	159
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HILLMAN	161
OWNERSHIP SUMMARY	183
HILLMAN INDEBTEDNESS	185
DESCRIPTION OF NEW HILLMAN SECURITIES	188
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK	201
COMPARISON OF STOCKHOLDER RIGHTS	202
BENEFICIAL OWNERSHIP OF SECURITIES	214
NEW HILLMAN MANAGEMENT AFTER THE BUSINESS COMBINATION	218
HILLMAN HOLDCO’S EXECUTIVE AND DIRECTOR COMPENSATION	226
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	242

i

LEGAL MATTERS	245
EXPERTS	245
DELIVERY OF DOCUMENTS TO STOCKHOLDERS	246
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	247
SHAREHOLDER PROPOSALS AND NOMINATIONS	255
SHAREHOLDER COMMUNICATIONS	259
WHERE YOU CAN FIND MORE INFORMATION	260
Index to Financial Statements	F-1
ANNEX A — AGREEMENT AND PLAN OF MERGER	A-1
ANNEX B — SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LANDCADIA HOLDINGS III, INC.	B-1
ANNEX C — FORM OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LANDCADIA HOLDINGS III, INC	C-1
ANNEX D — FORM OF AMENDED AND RESTATED BYLAWS OF LANDCADIA HOLDINGS III, INC	D-1
ANNEX E — FORM OF SUBSCRIPTION AGREEMENT	E-1
ANNEX F — FORM OF HILLMAN SOLUTIONS CORP. 2021 EQUITY INCENTIVE PLAN	F-1
ANNEX G — FORM OF HILLMAN SOLUTIONS CORP. EMPLOYEE STOCK PURCHASE PLAN	G-1

ii

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Landcadia from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review at the public reference room of the U.S. Securities and Exchange Commission, or SEC, located at 100 F Street, N.E., Washington, D.C. 20549, and through the SEC’s website at www.sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following address and telephone number:

Landcadia Holdings III, Inc.
150 West Loop South
Houston, Texas 77027
Telephone: (713) 850-1010
Attention: Secretary

or

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: [•]

To obtain timely delivery, Landcadia Stockholders must request the materials no later than five business days prior to the Special Meeting.

You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.

For a more detailed description of the information incorporated by reference in this proxy statement/ prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information” beginning on page 260.

1

CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we”, “us”, “our” and “Landcadia” refer to Landcadia Holdings III, Inc., and the terms “New Hillman,” “combined company” and “post-combination company” refer to Hillman Solutions Corp. and its subsidiaries following the consummation of the Business Combination.

In this document:

“A&R Letter Agreement” means the amended and restated letter agreement, dated as of January 24, 2021, by and among Landcadia, the Sponsors, each member of the Landcadia Board and each member of the management team of Landcadia.

“Advisory Charter Proposals” means the proposal to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Current Charter and the Proposed Charter.

“Balance Sheet Threshold” means $50,000,000.

“Business Combination” means the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into Hillman Holdco, pursuant to which (i) Hillman Holdco survives the merger as a wholly-owned subsidiary of New Hillman and (ii) the Hillman Holdco stockholders and holders of Hillman Holdco Options, restricted shares and Hillman Holdco RSUs exchange their Hillman Holdco common stock and Hillman Holdco Options, restricted shares and Hillman Holdco RSUs for equity interests in New Hillman, as further described herein.

“Business Combination Proposal” means the proposal to adopt the Merger Agreement and approve the Business Combination.

“Charter Proposal” means the proposal to approve, assuming the other condition precedent proposals are approved and adopted, the Proposed Charter.

“Closing” means the closing of the Business Combination.

“Closing Date” means the closing date of the Business Combination.

“Closing Stock Per Option Amount” means with respect to each Hillman Holdco Option, a number of shares of New Hillman common stock equal to the quotient of (a) the Adjusted Per Share Merger Value, divided by (b) $10.00.

“Closing Stock Per Restricted Share Amount” means with respect to each unvested restricted share of Hillman Holdco common stock, a number of shares of New Hillman common stock equal to the quotient of (a) the Adjusted Per Share Merger Value, divided by (b) $10.00.

“Code” means the Internal Revenue Code of 1986, as amended.

“condition precedent proposals” means the Business Combination Proposal, the Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal.

“Current Charter” means Landcadia’s second amended and restated certificate of incorporation, a copy of which is attached as Annex B to this proxy statement/prospectus.

“DGCL” means the General Corporation Law of the State of Delaware.

“Director Election Proposal” means the proposal to elect nine directors, comprising three directors to serve as Class I directors, three directors to serve as Class II directors and three directors to serve as Class III directors, in each case to serve on New Hillman’s board of directors for a term expiring at the annual meeting of stockholders to be held in, respectively, 2022 in the case of Class I directors, 2023 in the case of Class II directors and 2024 in the case of Class III directors, or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal.

“DTC” means The Depository Trust Company.

2

“ESPP Proposal” means the proposal to approve the Hillman Solutions Corp. 2021 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex G, including the authorization of the initial share reserve under the ESPP.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FASB” means the Financial Accounting Standards Board.

“founder shares” means the aggregate of 12,500,000 shares of Landcadia Class B common stock issued prior to Landcadia’s IPO.

“GAAP” means United States generally accepted accounting principles.

“Hillman” means, collectively, Hillman Holdco and The Hillman Group, Inc. together with their direct and indirect subsidiaries.

“Hillman Group Entity” means each of Hillman Holdco, The Hillman Group, Inc., and each of their direct and indirect subsidiaries.

“Hillman Holdco” means HMAN Group Holdings Inc.

“Hillman Holdco common stock” means the common stock, par value $0.01 per share, of Hillman Holdco.

“Hillman Holdco Board” means the board of directors of Hillman Holdco.

“Hillman Holdco Option” means each option to purchase shares of Hillman Holdco common stock.

“Hillman Holdco RSU” means a Hillman Holdco restricted stock unit.

“Hillman Holdco RSU Exchange Ratio” means with respect to each Hillman Holdco RSU, the quotient of (a) the Adjusted Per Share Merger Value divided by (b) $10.00.

“Hillman Holdco stockholder” means each holder of Hillman Holdco common stock.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Incentive Plan Proposal” means the proposal to approve, assuming the other condition precedent proposals are approved and adopted, the Hillman Solutions Corp. 2021 Equity Incentive Plan (the “Incentive Equity Plan”), a copy of which is attached to this proxy statement/prospectus as Annex F, including the authorization of the initial share reserve under the Incentive Plan.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means Landcadia’s initial public offering, consummated on October 14, 2020, through the sale of 50,000,000 units at $10.00 per unit.

“JFG Sponsor” means Jefferies Financial Group Inc., a New York corporation.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Landcadia” means Landcadia Holdings III, Inc.

“Landcadia Board” and “Landcadia’s Board” mean the board of directors of Landcadia.

“Landcadia Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of Landcadia.

“Landcadia Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of Landcadia.

“Landcadia Shares” means, collectively, the Landcadia Class A common stock and Landcadia Class B common stock.

3

“Landcadia Stockholders” means, collectively, the holders of the Landcadia Class A common stock and the holders of the Landcadia Class B common stock.

“Letter Agreements” means, collectively, (i) that certain letter agreement, dated as of October 8, 2020 entered into by and among Landcadia, its Sponsors, officers and all of its directors at the time, in connection with the IPO, and (ii) that certain letter agreement, dated as of January 6, 2021, entered into by and between Landcadia and Dona Cornell.

“Merger Agreement” means that Agreement and Plan of Merger, dated as of January 24, 2021, by and among Landcadia, Merger Sub, Hillman Holdco, and, solely in its capacity as the representative of the Hillman Holdco stockholders, the Stockholder Representative.

“Merger Sub” means Helios Sun Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Landcadia.

“Nasdaq” means The Nasdaq Capital Market.

“New Hillman” means Hillman Solutions Corp., a Delaware corporation (which, prior to consummation of the business combination, was known as Landcadia Holdings III, Inc. (“Landcadia” herein)).

“New Hillman Board” means the board of directors of New Hillman.

“New Hillman Bylaws” means the proposed amended and restated bylaws to be adopted by Landcadia immediately prior to, and subject to, the Closing (and which at and after the Closing will operate as the amended and restated bylaws of New Hillman), a copy of which is attached as Annex D to this proxy statement/prospectus.

“New Hillman common stock” means the shares of common stock, par value $0.0001 per share, of New Hillman.

“New Hillman Options” means the options to acquire shares of New Hillman common stock issued on conversion of Hillman Holdco Options.

“New Hillman Management” means the management of New Hillman following the consummation of the Business Combination.

“New Hillman Restricted Stock” means the shares of restricted New Hillman common stock issued on conversion of unvested restricted Hillman Holdco common stock.

“New Hillman RSU” means the restricted stock units in respect of New Hillman common stock issued on conversion of Hillman Holdco restricted stock units that are outstanding immediately prior to the effective time.

“PIPE Investors” means certain institutional investors, including JFG Sponsor, who are party to the Subscription Agreements.

“Private Placement” means the issuance of an aggregate of 37,500,000 shares of Landcadia Class A common stock, including 2,500,000 to be issued to JFG Sponsor, pursuant to the Subscription Agreements to the PIPE Investors immediately before the Closing, at a purchase price of $10.00 per share.

“private placement warrants” means the 8,000,000 warrants issued to our Sponsors concurrently with our IPO, each of which is exercisable for one share of Landcadia Class A common stock.

“Proposed Charter” means the proposed third amended and restated certificate of incorporation to be adopted by Landcadia pursuant to the Charter Proposal immediately prior to the Closing (and which at and after the Closing will operate as the third amended and restated certificate of incorporation of New Hillman), a copy of which is attached as Annex C to this proxy statement/prospectus.

“public shares” means shares of Landcadia Class A common stock included in the units issued in the IPO.

“public stockholders” means holders of public shares.

4

“public warrants” means the warrants included in the units issued in the IPO, each of which is exercisable for one share of Landcadia Class A common stock, in accordance with its terms.

“SEC” means the U.S. Securities and Exchange Commission.

“Special Meeting” means the special meeting of Landcadia’s stockholders to consider matters relating to the Business Combination.

“Sponsors” means JFG Sponsor and TJF Sponsor, collectively.

“Stock Issuance Proposal” means the proposal to approve, assuming the other condition precedent proposals are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, (x) the issuance of shares of New Hillman common stock pursuant to the terms of the Merger Agreement and (y) the issuance of the shares of Landcadia Class A common stock to the PIPE Investors in connection with the Private Placement.

“Stockholder Representative” means CCMP Sellers’ Representative, LLC, a Delaware limited liability company, solely in its capacity as the stockholder representative pursuant to the Merger Agreement.

“Subscription Agreements” means the subscription agreements, each dated as of January 24, 2021, between Landcadia and the PIPE Investors, pursuant to which Landcadia has agreed to issue an aggregate of 37,500,000 shares of Landcadia Class A common stock to the PIPE Investors immediately before the Closing at a purchase price of $10.00 per share.

“Surviving Company” means the surviving corporation, Hillman Holdco, resulting from the merger of Merger Sub with and into Hillman Holdco at the effective time.

“Termination Date” means July 24, 2021.

“TJF Sponsor” means TJF, LLC, a Delaware limited liability company.

“transfer agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the Trust Account of Landcadia that holds the proceeds from Landcadia’s IPO and the private placement of the private placement warrants.

“Trust Agreement” mean that certain Investment Management Trust Agreement, dated as of October 14, 2020, between Landcadia and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company.

“Units” means the units of Landcadia, each consisting of one share of Landcadia Class A common stock and one-third (1/3rd) of one public warrant of Landcadia.

5

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of Landcadia, Hillman Holdco and Hillman. These statements are based on the beliefs and assumptions of the management of Landcadia, Hillman Holdco and Hillman. Although Landcadia, Hillman Holdco and Hillman believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, none of Landcadia, Hillman Holdco or Hillman can assure you that any of them will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “will”, “should”, “seeks”, “plans”, “scheduled”, “anticipates” or “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, Hillman Holdco’s and Hillman’s management. KPMG LLP (“KPMG”), Hillman Holdco’s and Hillman’s independent auditor, has not examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The KPMG report included in this proxy statement/prospectus relates to historical financial information of Hillman Holdco and Hillman. It does not extend to the forward-looking information and should not be read as if it does. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of Landcadia and Hillman Holdco and Hillman prior to the Business Combination, and New Hillman following the Business Combination, to:

•

meet the Closing conditions to the Business Combination, including approval by stockholders of Landcadia and the availability of at least $639 million of cash from the proceeds received from PIPE Investors and in Landcadia’s Trust Account, after giving effect to redemptions of public shares, if any, and payment of transaction expenses;

•

realize the benefits expected from the Business Combination;

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•

the ability to obtain and/or maintain the listing of New Hillman’s common stock on Nasdaq following the Business Combination;

•

New Hillman’s ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

•

New Hillman’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination;

•

factors relating to the business, operations and financial performance of Hillman, including:

•

New Hillman’s ability to effectively compete in the hardware and home improvement industries;

•

New Hillman’s ability to comply with laws and regulations applicable to its business; and

•

market conditions and global and economic factors beyond New Hillman’s control;

•

intense competition and competitive pressures from other companies worldwide in the industries in which the combined company will operate;

•

litigation and the ability to adequately protect New Hillman’s intellectual property rights; and

•

other factors detailed under the section entitled “Risk Factors.”

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of Landcadia and Hillman

6

Holdco prior to the Business Combination, and New Hillman following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Landcadia or Hillman Holdco assess the impact of all such risk factors on the business of Landcadia and Hillman Holdco prior to the Business Combination, and New Hillman following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to Landcadia or Hillman Holdco or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Landcadia and Hillman Holdco prior to the Business Combination, and New Hillman following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

7

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. Landcadia urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.

Q:

Why am I receiving this proxy statement/prospectus?

A:

Landcadia is proposing to consummate the Business Combination with Hillman Holdco. Landcadia, Merger Sub, Hillman Holdco and the Stockholder Representative, solely in its capacity as the representative of the Hillman Holdco stockholders, have entered into the Merger Agreement, the terms of which are described in this proxy statement/prospectus. A copy of the Merger Agreement is attached hereto as Annex A. Landcadia urges its stockholders to read the Merger Agreement in its entirety.

The Merger Agreement must be adopted by the Landcadia Stockholders in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and Landcadia’s Current Charter. Landcadia is holding a Special Meeting to obtain that approval. Landcadia Stockholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement and thereby approve the Business Combination.

THE VOTE OF LANDCADIA STOCKHOLDERS IS IMPORTANT. LANDCADIA STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q:

Why is Landcadia proposing the Business Combination?

A:

Landcadia was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

Hillman is a leading North American provider of complete hardware solutions, delivered with industry best customer service to over 40,000 locations. Hillman designs innovative product and merchandising solutions for complex categories that deliver an outstanding customer experience to home improvement centers, mass merchants, national and regional hardware stores, pet supply stores, and OEM & Industrial customers.

Based on its due diligence investigations of Hillman and the industries in which it operates, including the financial and other information provided by Hillman Holdco in the course of Landcadia’s due diligence investigations, the Landcadia Board believes that the Business Combination with Hillman Holdco is in the best interests of Landcadia and its stockholders and presents an opportunity to increase stockholder value. However, there can be no assurances of this.

Although Landcadia’s Board believes that the Business Combination with Hillman Holdco presents a unique business combination opportunity and is in the best interests of Landcadia and its stockholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — Landcadia’s Board of Directors’ Reasons for Approval of the Business Combination” for a discussion of the factors considered by Landcadia’s Board in making its decision.

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Q:

When and where will the Special Meeting take place?

A:

The Landcadia Special Meeting will be held on [•], 2021, at [•] a.m. New York City time, at [•].

In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the Landcadia Board determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast. The Landcadia Board believes that this is the right choice for Landcadia and its stockholders at this time, as it permits stockholders to attend and participate in the Special Meeting while safeguarding the health and safety of Landcadia’s stockholders, directors and management team. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting [•]. To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental Stock Transfer & Trust Company. The meeting webcast will begin promptly at [•] a.m., New York City time. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures. Because the Special Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Q:

What matters will be considered at the Special Meeting?

A:

The Landcadia Stockholders will be asked to consider and vote on the following proposals:

•

a proposal to adopt the Merger Agreement and approve the Business Combination (the “Business Combination Proposal”);

•

a proposal to approve, assuming the other condition precedent proposals are approved and adopted, the proposed amended and restated articles of incorporation (the “Proposed Charter”) of Landcadia (the “Charter Proposal”);

•

a proposal to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Current Charter and the Proposed Charter (the “Advisory Charter Proposals”);

•

to consider and vote upon a proposal to approve, assuming the other condition precedent proposals are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, (x) the issuance of shares of New Hillman common stock pursuant to the terms of the Merger Agreement and (y) the issuance of shares of Landcadia Class A common stock in connection with the Private Placement (the “Stock Issuance Proposal”);

•

to consider and vote upon a proposal to approve, assuming the other condition precedent proposals are approved and adopted, the Hillman Solutions Corp. 2021 Equity Incentive Plan (the “Incentive Plan Proposal”);

•

to consider and vote upon a proposal to approve, assuming the other condition precedent proposals are approved and adopted, the Hillman Solutions Corp. 2021 Employee Stock Purchase Plan (the “ESPP Proposal”);

•

to consider and vote upon a proposal to elect, assuming the other condition precedent proposals are approved and adopted, nine directors, comprising three directors to serve as Class I directors, three directors to serve as Class II directors and three directors to serve as Class III directors, in each case to serve on New Hillman’s board of directors for a term expiring at the annual meeting of stockholders to be held in, respectively, 2022 in the case of Class I directors, 2023 in the case of Class II directors and 2024 in the case of Class III directors, or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal (the “Director Election Proposal”); and

•

to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (the “Adjournment Proposal”).

9

Q:

Is my vote important?

A:

Yes. The Business Combination cannot be completed unless the Merger Agreement is adopted by the Landcadia Stockholders holding a majority of the votes cast on such proposal and the other condition precedent proposals achieve the necessary vote outlined below. Only Landcadia Stockholders as of the close of business on [•], 2021, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The Landcadia Board unanimously recommends that such Landcadia Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal, “FOR” the election of each of the director nominees to the board of directors and “FOR” the approval of the Adjournment Proposal.

Q:

If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

A:

No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:

What Landcadia Stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

A:

The Business Combination Proposal.   Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal. Our Sponsors have agreed to vote their shares in favor of the Business Combination. Our Sponsors currently hold 22.4% of the outstanding Landcadia Shares. Accordingly, if all of our outstanding shares were to be voted, we would only need the additional affirmative vote of shares representing approximately 34.5% of the outstanding shares in order to approve the Business Combination. Because the Business Combination only requires a majority of the votes cast at the Special Meeting in order to be approved and because a quorum will exist at the Special Meeting if a majority of the outstanding Landcadia Shares as of the record date are present, the Business Combination could be approved by the additional affirmative vote of shares representing as little as 2.6% of the outstanding shares.

The Charter Proposal.   Approval of the Charter Proposal requires the affirmative vote of the holders of at least a majority of the outstanding Landcadia Shares entitled to vote thereon, voting as a single class. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

The Advisory Charter Proposals.   Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

The Stock Issuance Proposal.   Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

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The Incentive Plan Proposal.   Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

The ESPP Proposal.   Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by a proxy at the Special Meeting and entitled to vote thereon. The failure to vote and broker non-votes have no effect on the outcome of the proposal.

The Director Election Proposal.   The election of directors is decided by a plurality of the votes cast by the stockholders present in person (which would include presence at the virtual special meeting) or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

The Adjournment Proposal.   Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

Q:

What will Hillman Holdco’s equity holders receive in connection with the Business Combination?

A:

The aggregate value of the consideration paid in respect of Hillman Holdco is approximately $939,580,000, payable as Aggregate Consideration.

At the effective time of the Business Combination, all outstanding shares of common stock of Hillman Holdco will be cancelled in exchange for the right to receive, with respect to each such share, a certain number of shares of New Hillman common stock valued at $10.00 per share equal to (A) (i) the Aggregate Consideration plus (ii) the value that would be received by Hillman Holdco upon the exercise of all outstanding Hillman Holdco options as of immediately prior to the Closing, divided by (B) (i) the total number of shares of Hillman Holdco shares common stock outstanding as of immediately prior to the Closing plus (ii) the number of shares of Hillman shares Holdco common stock underlying all then outstanding Hillman Holdco options and shares of Hillman Holdco restricted stock outstanding immediately prior to Closing. For more detailed information on the stock consideration see "The Business Combination Proposal — Consideration to Hillman Stockholders" and "The Business Combination Proposal — Sources and Uses of Funds for the Business Combination."

At the effective time of the Business Combination, the stock consideration to be issued to the then current holders of stock in Hillman Holdco will be in the form of Class A common stock of New Hillman. The common stock of New Hillman that is required to be issued as merger consideration will be valued at $10.00 per share.

At the effective time, each outstanding Hillman Holdco Option, whether vested or unvested, will be assumed by New Hillman and will be converted into a New Hillman Option with substantially the same terms and conditions as applicable to the Hillman Holdco Option immediately prior to the effective time (including expiration date, vesting conditions and exercise provisions), except that (i) each such Hillman Holdco Option shall be exercisable for that number of shares of New Hillman common stock equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Hillman Holdco common stock subject to such Hillman Holdco Assumed Option immediately prior the effective time multiplied by (B) the Closing Stock Per Option Amount, (ii) the per share exercise price for each share of New Hillman common stock issuable upon exercise of the New Hillman Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Hillman Holdco subject to such Hillman Holdco Option immediately prior to the effective time by (B) the Closing Stock Per Option Amount; (iii) the Hillman Holdco Board (or the

11

compensation committee of the Hillman Holdco Board) may appropriately adjust the performance conditions applicable to certain of the New Hillman Options; and (iv) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Options as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Options and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

At the effective time, each share of unvested restricted Hillman Holdco common stock will be cancelled and converted into the right to receive a number of shares of New Hillman Restricted Stock equal to the Closing Stock Per Restricted Share Amount with substantially the same terms and conditions as were applicable to the related share of Hillman Holdco Restricted Stock immediately prior to the effective time (including with respect to vesting and termination-related provisions), except that (i) any per-share repurchase price of such New Hillman Restricted Stock shall be equal to the quotient obtained by dividing (A) the per-share repurchase price applicable to the Hillman Holdco Restricted Stock, by (B) the Closing Stock Restricted Share Amount, rounded up to the nearest cent and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Restricted Stock as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Restricted Stock and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

At the effective time, each Hillman Holdco restricted stock unit will be assumed by New Hillman and converted into a New Hillman RSU with substantially the same terms and conditions as were applicable to such Hillman Holdco RSU immediately prior to the effective time (including with respect to vesting and termination-related provisions), except that (i) each New Hillman RSU shall represent the right to receive (subject to vesting) that number of shares of New Hillman common stock equal to the product (rounded up to the nearest whole number) of the number of shares of Hillman Holdco Common Stock underlying the Hillman Holdco RSU immediately prior to the effective time multiplied by the Hillman Holdco RSU Exchange Ratio; and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman RSUs as it may determine in good faith are appropriate to effectuate the administration of the New Hillman RSUs and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

In addition, pursuant to the A&R Letter Agreement, Landcadia’s Sponsors will, at the Closing of the Business Combination, forfeit a total of 3,828,000 of their shares of Landcadia Class B common stock with 2,828,000 shares being forfeited by the Sponsors on a basis pro rata with their ownership of Landcadia and 1,000,000 additional shares being forfeited by the TJF Sponsor.

Q:

What equity stake will current Landcadia Stockholders and Hillman Holdco stockholders hold in New Hillman immediately after the consummation of the Business Combination?

A:

It is anticipated that, upon completion of the Business Combination, the ownership interests in New Hillman will be as set forth in the table below.

The ownership interests in New Hillman after the Business Combination, assuming none of our public shares are redeemed, has been determined based on the capitalization of each of Landcadia and Hillman Holdco as of January 24, 2021, assuming consummation of the Business Combination, which results in an assumed number of 91,304,425 shares of New Hillman common stock being issued pursuant to the Merger Agreement and an assumed aggregate number of 187,476,425 shares of New Hillman common stock issued and outstanding at the Closing.

The ownership interests in New Hillman after the Business Combination, assuming that the maximum number of 14,200,000 public shares are redeemed (with the number of redemptions being determined by assuming that the redemption price is $10.00 per share and that the maximum number of redemptions which may occur is that number that still enables the conditions to closing under the Merger Agreement to be satisfied), has been determined based on the capitalization of each of Landcadia and Hillman Holdco as of January 24, 2021, assuming consummation of the Business Combination, which results

12

in an assumed number of 91,304,425 shares of New Hillman common stock being issued pursuant to the Merger Agreement and an assumed aggregate number of 173,276,425 shares of New Hillman common stock issued and outstanding following the Closing.

​	Assuming No Redemptions of Public Shares		Assuming Maximum Redemptions of Public Shares(1)
Hillman Holdco stockholders	​	48.7%	​	52.7%
Landcadia Stockholders(2)	​	26.7%	​	20.7%
PIPE Investors(3)	​	18.7%	​	20.2%
SPAC Sponsors – JFG Sponsor(4)	​	3.8%	​	4.1%
SPAC Sponsors – TJF Sponsor	​	2.1%	​	2.3%
​	​	100%	​	100%

(1)

Assumes that holders of 14,200,000 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share.

(2)

Includes 1,500,000 public shares held by Jefferies LLC, a subsidiary of JFG Sponsor.

(3)

Excludes 2,500,000 shares purchased by JFG Sponsor in the Private Placement.

(4)

Includes 2,500,000 shares purchased by JFG Sponsor in the Private Placement and excludes 1,500,000 public shares held by Jefferies LLC.

The share numbers set forth above do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing the later of 30 days after the Closing of the Business Combination and 12 months from the closing of our initial public offering, which occurred on October 14, 2020), (b) the issuance of any shares underlying options or other equity awards of Hillman Holdco prior to the Business Combination or (c) the issuance of any shares underlying New Hillman options or other equity awards that will be held by equity holders of Hillman Holdco following completion of the Business Combination. If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different.

In addition, there are currently outstanding an aggregate of 24,666,667 warrants to acquire shares of Landcadia Class A common stock, which comprise 8,000,000 private placement warrants held by our Sponsors and 16,666,667 public warrants. Each of our outstanding whole warrants is exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on October 14, 2020, for one share of Class A common stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of New Hillman common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of New Hillman common stock is issued as a result of such exercise, with payment to New Hillman of the exercise price of $11.50 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 24,666,667 shares, with approximately $283,666,670.50 paid to exercise the warrants.

For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:

A total of $500.0 million, including approximately $17,500,000 of underwriters’ deferred discount and approximately $10,000,000 of the proceeds of the sale of the private placement warrants, was placed in a Trust Account maintained by Continental, acting as trustee. As of January 22, 2021, there were investments and cash held in the Trust Account of $500,086,473.96. These funds will not be released until

13

the earlier of Closing or the redemption of our public shares if we are unable to complete an initial Business Combination by October 14, 2022, although we may withdraw the interest earned on the funds held in the Trust Account to pay franchise and income taxes.

Q:

What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?

A:

Landcadia Stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. The consummation of the Business Combination is conditioned upon, among other things, Landcadia having an aggregate cash amount of at least $639 million available at Closing from the Trust Account, after giving effect to redemptions of public shares, if any, and payment of transaction expenses, plus proceeds received from PIPE Investors (the “Minimum Proceeds Condition”) (though this condition may be waived by mutual written agreement of Landcadia and Hillman Holdco). Landcadia intends to notify Landcadia Stockholders by press release promptly if this condition is waived. In addition, with fewer public shares and public stockholders, the trading market for New Hillman common stock may be less liquid than the market for Landcadia’s Class A common stock was prior to consummation of the Business Combination and New Hillman may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Hillman Holdco’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which Landcadia’s public stockholders exercise the maximum allowed redemption rights.

Q:

What amendments will be made to the Current Charter?

A:

We are asking Landcadia Stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that the Landcadia Board believes are necessary to address the needs of the post-Business Combination company, including, among other things: (i) the change of Landcadia’s name to “Hillman Solutions Corp.”; (ii) the increase of the total number of authorized shares of all classes of capital stock, par value of $0.0001 per share, from 401,000,000 shares, consisting of 380,000,000 shares of Landcadia Class A common stock, 20,000,000 shares of Landcadia Class B common stock and 1,000,000 shares of preferred stock, to 501,000,000 shares, consisting of 500,000,000 shares of New Hillman common stock and 1,000,000 shares of preferred stock; (iii) changes to the required vote to amend the charter and bylaws and (iv)  the elimination of certain provisions specific to Landcadia’s status as a blank check company.

Pursuant to Delaware law and the Current Charter, Landcadia is required to submit the Charter Proposal to Landcadia’s stockholders for approval. For additional information, see the section entitled “The Charter Proposal.”

Q:

What material negative factors did Landcadia’s Board consider in connection with the Business Combination?

A:

Although Landcadia’s Board believes that the acquisition of Hillman Holdco will provide Landcadia’s stockholders with an opportunity to participate in a combined company with significant growth potential, market share and a well-known brand, the board of directors did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that Landcadia Stockholders would not approve the Business Combination and the risk that significant numbers of Landcadia Stockholders would exercise their redemption rights. In addition, during the course of Landcadia management’s evaluation of Hillman Holdco’s operating business and its public company potential, management conducted detailed due diligence on certain potential challenges. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — Landcadia’s Board of Directors’ Reasons for Approval of the Business Combination” as well as in the section entitled “Risk Factors — Risk Factors Relating to the Business Combination and Integration of Hillman Holdco’s Business.”

14

Q:

Do I have redemption rights?

A:

If you are a public stockholder, you have the right to request that Landcadia redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights” public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.”

If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Our Sponsors, directors and members of the management team entered into the A&R Letter Agreement, pursuant to which they agreed to waive their redemption rights with respect to their shares in connection with the completion of the Business Combination.

Q:

How do I exercise my redemption rights?

A:

If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:

(i)

(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)

prior to [•] p.m., New York City time, on [•], 2021, (a) submit a written request to Continental that Landcadia redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through The Depository Trust Company (“DTC”).

The address of Continental is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so.

Any public stockholder will be entitled to request that their public shares be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of January 22, 2021, this would have amounted to approximately $10.00 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

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If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “ Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is [•], 2021 (two business days prior to the date of the Special Meeting), and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that Landcadia instruct Continental to return the shares to you (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Landcadia’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental prior to [•] p.m., New York City time, on [•], 2021.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Landcadia warrants that you may hold.

Q:

If I am a holder of units, can I exercise redemption rights with respect to my units?

A:

No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, Landcadia’s transfer agent, directly and instruct them to do so. If you fail to cause your units to be separated and delivered to Continental, Landcadia’s transfer agent, prior to [•] p.m., New York City time, on [•], 2021, you will not be able to exercise your redemption rights with respect to your public shares.

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

A:

The U.S. federal income tax consequences of exercising your redemption rights depends on the particular facts and circumstances. Please see the section entitled “Certain United States Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:

How does the Landcadia Board recommend that I vote?

A:

The Landcadia Board recommends that the Landcadia Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal, “FOR” the election of each of the director nominees to the board of directors and “FOR” the approval of the Adjournment Proposal. For more information regarding how the board of directors of Landcadia recommends that Landcadia Stockholders vote, see the section entitled “The Business Combination Proposal — Landcadia’s Board of Directors’ Reasons for Approval of the Business Combination.”

Q:

How do our Sponsors intend to vote their shares?

A:

In connection with the execution of the Merger Agreement, our Sponsors, directors and members of

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the management team entered into the A&R Letter Agreement, pursuant to which they agreed to vote their shares in favor of the Business Combination Proposal and all other proposals being presented at the Special Meeting. Our Sponsors collectively own 22.4% of our issued and outstanding shares of common stock. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of approximately 34.5% of the remaining shares to approve the Business Combination.

Q:

May our Sponsors and our officers and directors purchase public shares or warrants prior to the Special Meeting?

A:

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Landcadia or its securities, our Sponsors, directors, officers, advisors and/or their affiliates, Hillman Holdco and/or its affiliates and the Stockholder Representative and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) Landcadia satisfies the Minimum Proceeds Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Sponsors for nominal value.

Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

Q:

Who is entitled to vote at the Special Meeting?

A:

The Landcadia Board has fixed [•], 2021 as the record date for the Special Meeting. All holders of record of Landcadia Shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the section below entitled “— How can I vote my shares without attending the Special Meeting?” for instructions on how to vote your Landcadia Shares without attending the Special Meeting.

Q:

How many votes do I have?

A:

Each Landcadia Stockholder of record is entitled to one vote for each Landcadia Share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were [•] outstanding Landcadia Shares.

Q:

What constitutes a quorum for the Special Meeting?

A:

A quorum is the minimum number of stockholders necessary to hold a valid meeting.

A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding Landcadia Shares as of the record date present

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in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Q:

What is Hillman Holdco?

A:

HMAN Group Holdings Inc., and its wholly-owned subsidiaries (collectively, “Hillman”) are among the largest providers of hardware-related products and related merchandising services to retail markets in North America. Hillman Holdco’s principal business is operated through its wholly-owned subsidiary, The Hillman Group, Inc. and its wholly-owned subsidiaries (collectively, “Hillman Group”). Hillman Group sells its products to hardware stores, home centers, mass merchants, pet supply stores, and other retail outlets principally in the United States, Canada, Mexico, Latin America, and the Caribbean. Product lines include thousands of small parts such as fasteners and related hardware items; threaded rod and metal shapes; keys, key duplication systems, and accessories; builder’s hardware; personal protective equipment, such as gloves and eye-wear; and identification items, such as tags and letters, numbers, and signs. Hillman Group supports product sales with services that include design and installation of merchandising systems, maintenance of appropriate in-store inventory levels, and break-fix its robotics kiosks.

Q:

What will happen to my Landcadia Shares as a result of the Business Combination?

A:

If the Business Combination is completed, (i) each share of Landcadia’s Class B common stock will convert, on a one-for-one basis, into shares of Landcadia Class A common stock in accordance with the terms of the Current Charter and (ii) each then outstanding share of Landcadia Class A common stock will automatically become a share of New Hillman common stock. See the section entitled “The Business Combination Proposal — Consideration to Hillman Holdco Stockholders and Landcadia Stockholders”.

Q:

Where will the New Hillman common stock that Landcadia Stockholders receive in the Business Combination be publicly traded?

A:

Assuming the Business Combination is completed, the shares of New Hillman common stock (including the New Hillman common stock issued in connection with the Business Combination) will be listed and traded on Nasdaq under the ticker symbol “HLMN” and the public warrants will be listed and traded on Nasdaq under the ticker symbol “HLMNW”.

Q:

What happens if the Business Combination is not completed?

A:

If the Merger Agreement is not adopted by Landcadia Stockholders or if the Business Combination is not completed for any other reason by the Termination Date, then we will seek to consummate an alternative initial business combination prior to October 14, 2022. If we do not consummate an initial business combination by October 14, 2022, we will cease all operations except for the purpose of winding up, redeem our public shares and liquidate the Trust Account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Q:

How can I attend and vote my shares at the Special Meeting?

A:

Landcadia Shares held directly in your name as the stockholder of record of such Landcadia Shares as of the close of business on [•], 2021, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit [•], and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following instructions available on the meeting website during the meeting. If your shares are held in “street name” by a broker, bank or other nominee and you wish to attend and vote at the Special Meeting, you will not be permitted to attend and vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.

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Q:

How can I vote my shares without attending the Special Meeting?

A:

If you are a stockholder of record of Landcadia Shares as of the close of business on [•], 2021, the record date, you can vote by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.

Q:

What is a proxy?

A:

A proxy is a legal designation of another person to vote the stock you own. If you are a stockholder of record of Landcadia Shares as of the close of business on the record date, and you vote by phone, by Internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of Landcadia’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Tilman J. Fertitta and Richard H. Liem.

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:

If your Landcadia Shares are registered directly in your name with Continental you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Direct holders (stockholders of record).   For Landcadia Shares held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your Landcadia Shares are voted.

Shares in “street name.”   For Landcadia Shares held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q:

If a Landcadia Stockholder gives a proxy, how will the Landcadia Shares covered by the proxy be voted?

A:

If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your Landcadia Shares in the way that you indicate when providing your proxy in respect of the Landcadia Shares you hold. When completing the proxy card, you may specify whether your Landcadia Shares should be voted FOR or AGAINST, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.

Q:

How will my Landcadia Shares be voted if I return a blank proxy?

A:

If you sign, date and return your proxy and do not indicate how you want your Landcadia Shares to be voted, then your Landcadia Shares will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal, “FOR” the election of each of the director nominees to the board of directors and “FOR” the approval of the Adjournment Proposal.

Q:

Can I change my vote after I have submitted my proxy?

A:

Yes. If you are a stockholder of record of Landcadia Shares as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

19

•

submit a new proxy card bearing a later date;

•

give written notice of your revocation to Landcadia’s Corporate Secretary, which notice must be received by Landcadia’s Corporate Secretary prior to the vote at the Special Meeting; or

•

vote electronically at the Special Meeting by visiting [•] and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:

Where can I find the voting results of the Special Meeting?

A:

The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, Landcadia will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.

Q:

Are Landcadia Stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

A:

No. Landcadia Stockholders are not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of Landcadia’s Class A common stock because it is currently listed on a national securities exchange and such holders are not required to receive any consideration (other than continuing to hold their shares of Landcadia’s Class A common stock, which will become an equal number of shares of New Hillman common stock after giving effect to the Business Combination). Holders of Landcadia’s Class A common stock may vote against the Business Combination Proposal or redeem their Landcadia Shares if they are not in favor of the adoption of the Merger Agreement or the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of Landcadia’s Class B common stock because they have agreed to vote in favor of the Business Combination.

Q:

Are there any risks that I should consider as a Landcadia Stockholder in deciding how to vote or whether to exercise my redemption rights?

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 44. You also should read and carefully consider the risk factors of Landcadia and Hillman contained in the documents that are incorporated by reference herein.

Q:

What happens if I sell my Landcadia Shares before the Special Meeting?

A:

The record date for Landcadia Stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your Landcadia Shares before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your Landcadia Shares after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to hold New Hillman common shares to the person to whom you transfer your shares.

Q:

What are the material U.S. federal income tax consequences of the Business Combination to me?

A:

Certain material U.S. federal income tax considerations that may be relevant to you in respect of the Business Combination are discussed in more detail in the section entitled “Certain United States Federal Income Tax Considerations.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to you

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in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE BUSINESS COMBINATION TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:

When is the Business Combination expected to be completed?

A:

Subject to the satisfaction or waiver of the Closing conditions described in the section entitled “The Merger Agreement — Conditions to Closing,” including the adoption of the Merger Agreement by the Landcadia Stockholders at the Special Meeting, the Business Combination is expected to close in the second quarter of 2021. However, it is possible that factors outside the control of both Landcadia and Hillman could result in the Business Combination being completed at a later time, or not being completed at all.

Q:

Who will solicit and pay the cost of soliciting proxies?

A:

Landcadia has engaged a professional proxy solicitation firm, Morrow Sodali LLC (“Morrow”), to assist in soliciting proxies for the Special Meeting. Landcadia has agreed to pay Morrow a fee of $[•], plus disbursements. Landcadia will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Landcadia will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. Landcadia’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:

What are the conditions to completion of the Business Combination?

A:

The Closing is subject to certain conditions, including, among other things, (i) approval by Landcadia’s stockholders and Hillman Holdco’s stockholders of the Merger Agreement, the Business Combination and certain other actions related thereto, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), (iii) the absence of a material adverse regulatory event with respect to Hillman, (iv) Landcadia having at least $639 million of cash at the Closing, consisting of cash held in the Trust Account after giving effect to redemptions of public shares, if any, and payment of transaction expenses, plus cash received from PIPE investors (vii) the aggregate amount of cash held by Hillman and Landcadia immediately after Closing, after giving effect to the Business Combination, will equal or exceed $50 million, (viii) the aggregate amount of net debt at New Hillman immediately following the Closing not exceeding the sum of $885 million plus an amount equal to any increased borrowings since December 26, 2020 under Hillman’s existing ABL facility up to $100 million, and (vii) the continued listing of the shares of New Hillman common stock on Nasdaq. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See the section entitled “The Business Combination Proposal”.

Q:

What should I do now?

A:

You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or via the Internet as soon as possible so that your Landcadia Shares will be voted in accordance with your instructions.

Q:

What should I do if I receive more than one set of voting materials?

A:

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy

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statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Landcadia Shares.

Q:

Whom do I call if I have questions about the Special Meeting or the Business Combination?

A:

If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Tel: (800) 662-5200
Banks and brokers call collect: (203) 658-9400
E-mail: [•]

You also may obtain additional information about Landcadia from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to Continental Stock Transfer & Trust Company, Landcadia’s transfer agent, at the address below prior to [•] p.m., New York City time, on [•], 2021. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting.

Information About the Parties to the Business Combination

Landcadia Holdings III, Inc.

1510 West Loop South
Houston, Texas 77027
(713) 850-1010

Landcadia Holdings III, Inc., is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

HMAN Group Holdings Inc.

10590 Hamilton Avenue
Cincinnati, Ohio 45231
(513) 851-4900

HMAN Group Holdings Inc., and its wholly-owned subsidiaries (collectively, “Hillman”) are among the largest providers of hardware-related products and related merchandising services to retail markets in North America. Hillman Holdco’s principal business is operated through its wholly-owned subsidiary, The Hillman Group, Inc. and its wholly-owned subsidiaries. Hillman Group sells its products to hardware stores, home centers, mass merchants, pet supply stores, and other retail outlets principally in the United States, Canada, Mexico, Latin America, and the Caribbean. Product lines include thousands of small parts such as fasteners and related hardware items; threaded rod and metal shapes; keys, key duplication systems, and accessories; builder’s hardware; personal protective equipment, such as gloves and eye-wear; and identification items, such as tags and letters, numbers, and signs. Hillman supports product sales with services that include design and installation of merchandising systems, maintenance of appropriate in-store inventory levels, and break-fix for its robotics kiosks.

Helios Sun Merger Sub, Inc.

c/o Landcadia Holdings III, Inc.
1510 West Loop South
Houston, Texas 77027
(713) 850-1010

Helios Sun Merger Sub, Inc. is a Delaware corporation and wholly-owned subsidiary of Landcadia Holdings III, Inc., which was formed for the purpose of effecting a merger with Hillman.

The Business Combination and the Merger Agreement

The terms and conditions of the Business Combination are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Business Combination.

If the Merger Agreement is approved and adopted and the Business Combination is consummated, Merger Sub will merge with and into Hillman Holdco with Hillman Holdco surviving the merger as a wholly-owned subsidiary of New Hillman.

Structure of the Business Combination

Pursuant to the Merger Agreement, Merger Sub will merge with and into Hillman Holdco, with Hillman Holdco surviving the Business Combination. Upon consummation of the foregoing transactions,

23

Hillman Holdco will be a wholly-owned subsidiary of New Hillman (formerly Landcadia). In addition, immediately prior to the consummation of the Business Combination, New Hillman will amend and restate its charter to be the Proposed Charter as described in the section of this proxy statement/prospectus titled “Description of New Hillman Securities.”

The following diagrams illustrate in simplified terms the current structure of Landcadia and Hillman and the expected structure of New Hillman (formerly Landcadia) upon the Closing.

Simplified Pre-Combination Structure

The following diagram shows the current structure of Landcadia:

24

The following diagram shows the current structure of Hillman:

25

Simplified Post-Combination Structure

(1)

The percentages in the post-Business Combination Structure are based on the assumption that Landcadia Stockholders do not exercise their redemption rights prior to the Business Combination.

Merger Consideration

The aggregate value of the consideration paid in respect of Hillman Holdco is approximately $939,580,000, payable as Aggregate Consideration.

In accordance with the terms and subject to the conditions of the Merger Agreement, Landcadia has agreed to pay aggregate consideration in the form of New Hillman common stock (the “Aggregate

26

Consideration”) calculated as described below and equal to a value of approximately (i) $911,300,000 plus (ii) $28,280,000, such amount being the value of 2,828,000 shares of Class B common stock valued at $10.00 per share that our sponsors, TJF, LLC (“TJF Sponsor”) and Jefferies Financial Group Inc. (“JFG Sponsor” and, together with TJF Sponsor, the “Sponsors”), have agreed to forfeit at the closing of the Business Combination (the “Closing”).

At the effective time of the Business Combination, all outstanding shares of common stock of Hillman Holdco will be cancelled in exchange for the right to receive, with respect to each such share, a certain number of shares of New Hillman common stock valued at $10.00 per share equal to (A) (i) the Aggregate Consideration plus (ii) the value that would be received by Hillman Holdco upon the exercise of all outstanding Hillman Holdco options as of immediately prior to the Closing, divided by (B) (i) the total number of shares of Hillman Holdco shares common stock outstanding as of immediately prior to the Closing plus (ii) the number of shares of Hillman shares Holdco common stock underlying all then outstanding Hillman Holdco options and shares of Hillman Holdco restricted stock outstanding immediately prior to Closing.

See also “Sources and Uses of Funds for the Business Combination” below for more information.

At the effective time of the Business Combination, the Aggregate Consideration to be issued to the then current holders of stock in Hillman Holdco will be in the form of Class A common stock of New Hillman. The Class A common stock of New Hillman that is required to be issued as merger consideration will be valued at $10.00 per share.

At the effective time, each outstanding Hillman Holdco Option, whether vested or unvested, will be assumed by New Hillman and will be converted into a New Hillman Option with substantially the same terms and conditions (including expiration date, vesting conditions and exercise provisions) as applicable to the Hillman Holdco Option immediately prior to the effective time except that (i) each such Hillman Holdco Option shall be exercisable for that number of shares of New Hillman common stock equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Hillman Holdco common stock subject to such Hillman Holdco Assumed Option immediately prior the effective time multiplied by (B) the Closing Stock Per Option Amount, (ii) the per share exercise price for each share of New Hillman common stock issuable upon exercise of the New Hillman Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Hillman Holdco subject to such Hillman Holdco Option immediately prior to the effective time by (B) the Closing Stock Per Option Amount; (iii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may appropriately adjust the performance conditions applicable to certain of the New Hillman Options; and (iv) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Options as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Options and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

At the effective time, each share of unvested restricted Hillman Holdco common stock will be cancelled and converted into the right to receive a number of shares of New Hillman Restricted Stock equal to the Closing Stock Restricted Share Amount with substantially the same terms and conditions as were applicable to the related share of Hillman Holdco Restricted Stock immediately prior to the effective time (including with respect to vesting and termination-related provisions), except that (i) any per-share repurchase price of such New Hillman Restricted Stock shall be equal to the quotient obtained by dividing (A) the per-share repurchase price applicable to the Hillman Holdco Restricted Stock, by (B) the Closing Stock Restricted Share Amount, rounded up to the nearest cent and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Restricted Stock as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Restricted Stock and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

At the effective time, each Hillman Holdco restricted stock unit will be assumed by New Hillman and converted into a New Hillman RSU with substantially the same terms and conditions as were applicable to such Hillman Holdco RSU immediately prior to the effective time (including with respect to vesting and

27

termination-related provisions), except that (i) each New Hillman RSU shall represent the right to receive (subject to vesting) that number of shares of New Hillman common stock equal to the product (rounded up to the nearest whole number) of the number of shares of Hillman Holdco Common Stock underlying the Hillman Holdco RSU immediately prior to the effective time multiplied by the Hillman Holdco RSU Exchange Ratio; and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman RSUs as it may determine in good faith are appropriate to effectuate the administration of the New Hillman RSUs and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

In addition, pursuant to the A&R Letter Agreement, Landcadia’s Sponsors will, at the Closing of the Business Combination, forfeit a total of 3,828,000 of their shares of Landcadia Class B common stock with 2,828,000 shares being forfeited by the Sponsors on a basis pro rata with their ownership of Landcadia and 1,000,000 additional shares being forfeited by the TJF Sponsor.

The Private Placement

Landcadia entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, Landcadia agreed to issue and sell in private placements an aggregate of 37,500,000 shares of Landcadia Class A common stock to the PIPE Investors, including 2,500,000 shares of Landcadia Class A common stock to be purchased by JFG Sponsor, for $10.00 per share.

The Private Placement investment is expected to close substantially concurrently with the Closing. In connection with the Closing, all of the issued and outstanding shares of Landcadia Class A common stock, including the shares of Landcadia Class A common stock issued to the PIPE Investors, will be exchanged, on a one-for-one basis, for shares of New Hillman common stock.

Special Meeting of Landcadia Stockholders and the Proposals

The Special Meeting will convene on [•], 2021 at [•] a.m., New York City time, in virtual format. Stockholders may attend, vote and examine the list of Landcadia Stockholders entitled to vote at the Special Meeting by visiting [•] and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the Special Meeting is to consider and vote on the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal.

Approval of the condition precedent proposals is a condition to the obligations of the parties to complete the Business Combination.

Only holders of record of issued and outstanding Landcadia Shares as of the close of business on [•] 2021, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. You may cast one vote for each share of Landcadia Shares that you owned as of the close of business on that record date.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding Landcadia Shares as of the record date present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

Approval of the Charter Proposal requires the affirmative vote of a majority of the outstanding Landcadia Shares, voting together as a single class. Abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

28

Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

The election of directors is decided by a plurality of the votes cast by the stockholders present in person (which would include presence at the virtual special meeting) or represented by proxy at the Special Meeting and entitled to vote on the election of directors. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Abstentions and broker non-votes have no effect on the outcome of the proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

Recommendation of Landcadia’s Board of Directors

We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We sought to do this by utilizing the networks and industry experience of our management team and our sponsors to identify, acquire and operate one or more target businesses. Our board of directors considered and evaluated several factors in evaluating and negotiating the Business Combination and the definitive merger agreements. For additional information relating to the Landcadia Board’s evaluation of the Business Combination and the factors it considered in connection therewith, please see the section entitled “The Business Combination Proposal — Landcadia’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Regulatory Approvals

The Business Combination is subject to the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act. A post-Closing notification pursuant to Section 12 of the Investment Canada Act (Canada) will be made promptly following Closing.

Conditions to the Completion of the Business Combination

The Business Combination is subject to customary Closing conditions, including (i) the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act, (ii) Landcadia shall not have redeemed shares of its Class A common stock in an amount that would cause Landcadia to have less than $5,000,001 of net tangible assets, (iii) the required stockholder approval of stockholders of Landcadia shall have been obtained for the Business Combination, (iv) the required stockholder approval of stockholders of Hillman Holdco shall have been obtained for the Business Combination, (v) the Class A Common stock to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq, (vi) satisfaction of the Minimum Proceeds Condition, (vii) the aggregate amount of cash held

29

by Hillman and Landcadia immediately after Closing, after giving effect to the Business Combination, will equal or exceed $50 million, (viii) the aggregate amount of net debt at New Hillman immediately following the Closing not exceeding the sum of $885 million plus an amount equal to any increased borrowings since December 26, 2020 under Hillman’s existing ABL facility up to $100 million. The obligations of Hillman Holdco to complete the Business Combination are further conditioned on, in addition to customary Closing conditions, the current certificate of incorporation of Landcadia shall have been amended and restated in the form contemplated by the Charter Proposal. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated.

Termination

Mutual Termination Rights

The Merger Agreement may be terminated prior to the Closing:

•

by written consent of Landcadia and the Stockholder Representative;

•

by either Landcadia or the Stockholder Representative if the condition requiring Landcadia to have $5,000,001 of net tangible assets becomes incapable of being satisfied;

•

by either Landcadia or the Stockholder Representative if the approval of Landcadia’s stockholders has not been obtained by reason of the failure to obtain the required vote at the Landcadia Special Meeting or at any adjournment of postponement thereof; or

•

by either Landcadia or the Stockholder Representative if the consummation of the Business Combination is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation.

Termination Rights of the Stockholder Representative

The Merger Agreement may be terminated prior to the Closing, by the Stockholder Representative if:

(i)

there is any breach of any representation, warranty, covenant or agreement on the part of Landcadia or Merger Sub set forth in the Merger Agreement such that the conditions described in the first two bullet points under the heading “— Conditions to Closing; Additional Conditions to the Obligations of Hillman Holdco” set forth below would not be satisfied at the Closing (a “terminating Landcadia breach”), except that, if any such terminating Landcadia breach is curable by Landcadia or Merger Sub, then, for a period of up to 30 days (or any shorter period of the time that remains between the date the Stockholder Representative provides written notice of such breach and the Termination Date) after receipt by Landcadia of notice from the Stockholder Representative of such breach (the “Landcadia cure period”), such termination shall not be effective, and such termination shall become effective only if the terminating Landcadia breach is not cured within the Landcadia cure period, provided that the right to terminate the Merger Agreement pursuant to this provision shall not be available if the Stockholder Representative has materially breached the Merger Agreement and such breach has not been cured; or

(ii)

the Closing has not occurred on or before the Termination Date, provided that the right to terminate the Merger Agreement pursuant to this provision shall not be available if the Stockholder Representative’s action or failure to act has been a principal cause of or resulted in the failure of the Transactions to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement.

Termination Rights of Landcadia

The Merger Agreement may be terminated prior to the Closing, by Landcadia if:

(i)

there is any breach of any representation, warranty, covenant or agreement on the part of Hillman Holdco or the Stockholder Representative set forth in the Merger Agreement, such that the conditions described in the first two bullet points under the heading “— Conditions to Closing; Additional Conditions to the Obligations of Landcadia” set forth below would not be satisfied at the

30

Closing (a “terminating Hillman Holdco breach”), except that, if such terminating Hillman Holdco breach is curable by Hillman Holdco or the Stockholder Representative, then, for a period of up to 30 days (or any shorter period of the time that remains between the date Landcadia provides written notice of such breach and the Termination Date) after receipt by the Stockholder Representative of notice from Landcadia of such breach (the “Hillman Holdco cure period”), such termination shall not be effective, and such termination shall become effective only if the terminating Hillman Holdco breach is not cured within the Hillman Holdco cure period, provided, that the right to terminate the Merger Agreement pursuant to this provision shall not be available if Landcadia has materially breached the Merger Agreement and such breach has not been cured;

(ii)

the Closing has not occurred on or before the Termination Date, provided, that the right to terminate the Merger Agreement pursuant to this provision shall not be available if Landcadia’s action or failure to act has been a principal cause of or resulted in the failure of the Transactions to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement;

(iii)

the Hillman Holdco Stockholder Approval has not been obtained within two business days after the registration statement on Form S-4 of which this prospectus/proxy statement is a part has been declared effective by the SEC and delivered or otherwise made available to the holders of Landcadia’s common stock; or

(iv)

Hillman does not deliver to Landcadia a Company Voting and Support Agreement executed by certain affiliates of CCMP Capital Advisors, LP and of Oak Hill Capital Partners III, L.P., respectively, within one business day of the signing of the Merger Agreement.

Redemption Rights

Pursuant to the Current Charter, a public stockholder may request that Landcadia redeem all or a portion of their public shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

•

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

•

prior to [•] p.m., New York City time, on [•], 2021, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the transfer agent that Landcadia redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public stockholder properly exercises its right to redeem its public shares and timely delivers its public shares to Continental Stock Transfer & Trust Company, Landcadia’s transfer agent, Landcadia will redeem such public shares upon the Closing for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See the section entitled “The Special Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with

31

respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Holders of our warrants will not have redemption rights with respect to the warrants.

No Delaware Appraisal Rights

Appraisal rights are statutory rights under the DGCL that enable stockholders who object to certain extraordinary transactions to demand that the corporation pay such stockholders the fair value of their shares instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. However, appraisal rights are not available in all circumstances. Appraisal rights are not available to Landcadia Stockholders or warrant holders in connection with the Business Combination.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Landcadia has engaged Morrow to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares at the Special Meeting if it revokes its proxy before the Special Meeting. A stockholder also may change its vote by submitting a later- dated proxy as described in the section entitled “The Special Meeting — Revoking Your Proxy”.

Interests of Landcadia’s Directors and Officers in the Business Combination

When you consider the recommendation of the Landcadia Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsors and Landcadia’s directors and officers, have interests in such proposal that are different from, or in addition to those of Landcadia Stockholders and warrant holders generally. Landcadia’s Board was aware of and considered these interests, among other matters, in evaluating and negotiating the transaction and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. For additional information, please see the section entitled “The Business Combination Proposal — Interests of Landcadia’s Directors and Officers in the Business Combination.”

Stock Exchange Listing

Landcadia’s units, Class A common stock and public warrants are publicly traded on Nasdaq under the symbols “LCYAU”, “LCY” and “LCYAW”, respectively. Landcadia intends to apply to list the New Hillman common stock and public warrants on Nasdaq under the symbols “HLMN” and “HLMNW”, respectively, upon the Closing of the Business Combination. New Hillman will not have units traded following the Closing of the Business Combination.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the transactions contemplated by the Merger Agreement. Where actual amounts are not known or knowable, the figures below represent Hillman’s good faith estimate of such amounts assuming a Closing as of January 24, 2021.

32

(in millions)	Assuming No Redemption			Assuming Maximum Redemption
Sources	​	​	​	​	​	​
Issuance of Shares	​	$	939.5	​	$	939.5
PIPE Investment	​	​	375	​	​	375
Cash Held in Trust	​	​	500	​	​	358
New Debt(1)	​	​	835	​	​	933
Cash on Balance Sheet(1)	​	​	21.5	​	​	21.5
Total Sources	​	$	2,671	​	$	2,627
Uses	​	​	​	​	​	​
Stock to Current Stockholders	​	$	939.5	​	$	939.5
Paydown of Existing Debt(1)	​	​	1,544.5	​	​	1,544.5
Fees & Expenses	​	​	91	​	​	93
Cash to Balance Sheet(1)	​	​	96	​	​	50
Total Uses	​	$	2,671	​	$	2,627

(1)

Based on Hillman balance sheet as of December 26, 2020.

Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Landcadia will be treated as the “acquired” company for accounting purposes and the business combination will be treated as the equivalent of Hillman Holdco issuing stock for the net assets of Landcadia, accompanied by a recapitalization. The net assets of Hillman Holdco will be stated at historical cost, with no goodwill or other intangible assets recorded.

Hillman Holdco has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•

Hillman Holdco’s existing stockholders will have the greatest voting interest in the combined entity under the no and maximum redemption scenarios with 48.7% and 52.7% of the voting interest in each scenario, respectively;

•

The largest individual minority stockholder of the combined entity is an existing stockholder of Hillman Holdco;

•

Hillman Holdco’s directors will represent the majority of the new board of directors of New Hillman;

•

Hillman Holdco’s senior management will be the senior management of New Hillman; and

•

Hillman Holdco, together with its direct and indirect subsidiaries, is the larger entity based on historical revenue and has the larger employee base.

The preponderance of evidence as described above is indicative that Hillman Holdco is the accounting acquirer in the Business Combination.

Comparison of Stockholders’ Rights

Following the consummation of the Business Combination, the rights of Landcadia Stockholders who become New Hillman stockholders in the Business Combination will no longer be governed by the Current Charter and Landcadia’s bylaws and instead will be governed by the Toppan to insert Proposed Charter and the New Hillman Bylaws. See the section entitled “Comparison of Stockholders’ Rights” for further details.

33

Summary of Risk Factors

In evaluating the proposals to be presented at the Special Meeting, a Landcadia Stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

Some of the risks related Hillman’s business and industry are summarized below. References in the summary below to “we”, “us”, “our” and “the Company” generally refer to Hillman in the present tense or New Hillman from and after the Business Combination.

•

Unfavorable economic conditions may adversely affect our business, results of operations, financial condition, and cash flows.

•

The COVID-19 pandemic has had a material impact on our business and could have a further material adverse effect on our business, financial condition and results of operations.

•

We operate in a highly competitive industry, which may have a material adverse effect on our business, financial condition, and results of operations.

•

To compete successfully, we must develop and commercialize a continuing stream of innovative new products that create consumer demand.

•

Our business may be adversely affected by seasonality.

•

Because our business is working capital intensive, we rely on our ability to manage our product purchasing and customer credit policies.

•

We are subject to inventory management risks; insufficient inventory may result in lost sales opportunities or delayed revenue, while excess inventory may harm our gross margins.

•

We have substantial fixed costs and, as a result, our operating income is sensitive to changes in our net sales.

•

Large customer concentration and the inability to penetrate new channels of distribution could adversely affect our business.

•

Successful sales and marketing efforts depend on our ability to recruit and retain qualified employees.

•

We are exposed to adverse changes in currency exchange rates.

•

Our results of operations could be negatively impacted by inflation or deflation in the cost of raw materials, freight, and energy.

•

We are subject to the risks of doing business internationally.

•

Our business is subject to risks associated with sourcing product from overseas.

•

Acquisitions have formed a significant part of our growth strategy in the past and may continue to do so. If we are unable to identify suitable acquisition candidates, successfully integrate an acquired business, or obtain financing needed to complete an acquisition, our growth strategy may not succeed.

•

If we were required to write down all or part of our goodwill or indefinite-lived trade names, our results of operations could be materially adversely affected.

•

Our success is highly dependent on information and technology systems.

•

Unauthorized disclosure of sensitive or confidential customer, employee, supplier, or Company information, whether through a breach of our computer systems, including cyber-attacks or otherwise, could severely harm our business.

•

Failure to adequately protect intellectual property could adversely affect our business.

•

Our success depends in part on our ability to operate without infringing or misappropriating the proprietary rights of others, and if we are unable to do so we may be liable for damages.

•

Recent changes in United States patent laws may limit our ability to obtain, defend, and or enforce our patents.

34

•

Regulations related to conflict minerals could adversely impact our business.

•

Future changes in financial accounting standards may significantly change our reported results of operations.

•

Future tax law changes and tax audits may materially increase our prospective income tax expense.

•

We are subject to legal proceedings and legal compliance risks.

•

Increases in the cost of employee health benefits could impact our financial results and cash flows.

•

If we become subject to material liabilities under our self-insured programs, our financial results may be adversely affected.

•

We occupy most of our locations under long-term non-cancelable leases. We may be unable to renew leases on favorable terms or at all. Also, if we close a location, we may remain obligated under the applicable lease.

•

Upon consummation of the Business Combination, we will have significant indebtedness that could affect operations and financial condition and prevent us from fulfilling our obligations under our indebtedness.

•

We are subject to fluctuations in interest rates.

•

Restrictions imposed by our new senior secured credit facilities and our other outstanding indebtedness, may limit our ability to operate our business and to finance our future operations or capital needs or to engage in other business activities.

•

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

•

Our ability to repay our debt is affected by the cash flow generated by our subsidiaries.

•

Volatility and weakness in bank and capital markets may adversely affect credit availability and related financing costs for us.

Emerging Growth Company

Landcadia is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Landcadia has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Landcadia, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Landcadia’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Landcadia will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of Landcadia’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Upon consummation of the Business Combination, Landcadia will cease to be an “emerging growth company.”

35

SUMMARY HISTORICAL FINANCIAL INFORMATION OF LANDCADIA

Landcadia is providing the following summary historical financial data to assist you in your analysis of the financial aspects of the Business Combination.

Landcadia’s statement of operations data for the year ended December 31, 2019 and the period from March 13, 2018 (Inception) to December 31, 2018 and balance sheet data as of December 31, 2019 and December 31, 2018 is derived from Landcadia’s audited condensed financial statements included elsewhere in this proxy statement/prospectus.

Landcadia’s statement of operations data for the nine months ended September 30, 2020 and 2019 and balance sheet data as of September 30, 2020 is derived from Landcadia’s unaudited condensed financial statements included elsewhere in this proxy statement/prospectus.

This information is only a summary and should be read in conjunction with Landcadia’s financial statements and related notes and “Landcadia’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Landcadia.

​

Nine Months Ended September 30

Year Ended December 31, 2019

For the Period from March 13, 2018 (Inception) to December 31, 2018

Statement of Operations Data

2020 Unaudited

2019 Unaudited

Expenses

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

$

—

​

$

—

​

$

—

​

$

—

Total comprehensive income

​

$

—

​

$

—

​

$

—

​

$

—

Basic and diluted earnings per share

​

​

​

​

​

​

​

​

​

​

​

​

Net Income per share

​

$

—

​

$

—

​

$

—

​

$

—

Basic and diluted weighted average number of shares

​

​

6,937,041

​

​

6,037,500

​

​

6,037,500

​

​

6,037,500

​	September 30 2020			December 31
Balance Sheet Data				2019		2018
Total assets	​	$	377,200	​	—	​	—
Total liabilities	​	$	377,200	​	—	​	—
Total stockholders’ equity and Class A common stock subject to possible redemptions	​	​	—	​	—	​	—

36

SUMMARY HISTORICAL FINANCIAL INFORMATION OF HILLMAN HOLDCO

Hillman Holdco is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

Hillman Holdco’s balance sheet data as of September 26, 2020 and statement of operations data for the thirty-nine weeks ended September 26, 2020 and September 28, 2019, are derived from Hillman Holdco’s unaudited financial statements included elsewhere in this proxy statement/prospectus. Hillman Holdco’s balance sheet data and statement of operations data as of and for the years ended December 28, 2019 and December 29, 2018 are derived from Hillman Holdco’s audited financial statements included in this proxy statement/prospectus.

The information should be read in conjunction with Hillman Holdco’s financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hillman Holdco” contained elsewhere in this proxy statement/prospectus. Hillman Holdco’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a fiscal year.

​

Thirty-Nine Weeks Ended September 26, 2020 Unaudited

Thirty Nine Weeks Ended September 28, 2019 Unaudited

Year Ended December 28, 2019

Year Ended December 29, 2018

​

(in thousands, except share and per share amounts)

Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

$

1,041,226

​

$

929,564

​

$

1,214,362

​

$

974,175

Cost of sales (exclusive of depreciation and amortization shown separately below)

​

​

590,294

​

​

523,816

​

​

693,881

​

​

537,885

Selling, general and administrative expenses

​

​

292,056

​

​

288,047

​

​

382,131

​

​

320,543

Depreciation

​

​

50,673

​

​

48,740

​

​

65,658

​

​

46,060

Amortization

​

​

44,596

​

​

44,114

​

​

58,910

​

​

44,572

Management fees to related party

​

​

451

​

​

396

​

​

562

​

​

546

Other (income) expense

​

​

(2,120)

​

​

5,687

​

​

5,525

​

​

(2,874)

Income from operations

​

​

65,276

​

​

18,764

​

​

7,695

​

​

27,443

Interest expense, net

​

​

67,746

​

​

77,509

​

​

101,613

​

​

70,545

Interest expense on junior subordinated debentures

​

​

9,555

​

​

9,456

​

​

12,608

​

​

12,608

(Gain) loss on mark-to-market adjustment of interest rate swap

​

​

1,169

​

​

3,217

​

​

(378)

​

​

(378)

Investment income on trust common securities

​

​

(283)

​

​

(284)

​

​

2,608

​

​

607

Refinancing costs

​

​

—

​

​

—

​

​

—

​

​

11,632

Income (loss) before income taxes

​

​

(12,911)

​

​

(71,134)

​

​

(108,756)

​

​

(67,571)

Income tax (benefit) expense

​

​

(9,593)

​

​

(1,844)

​

​

(5,370)

​

​

2,070

Net income (loss)

​

$

(3,318)

​

$

(69,290)

​

$

(103,386)

​

$

(69,641)

Net income (loss) from above

​

$

(3,318)

​

$

(69,290)

​

$

(103,386)

​

$

(69,641)

37

​

Thirty-Nine Weeks Ended September 26, 2020 Unaudited

Thirty Nine Weeks Ended September 28, 2019 Unaudited

Year Ended December 28, 2019

Year Ended December 29, 2018

​

(in thousands, except share and per share amounts)

Other comprehensive income (loss):

​

​

​

​

​

​

​

​

​

​

​

​

Foreign currency translation adjustments

​

​

(4,500)

​

​

3,621

​

​

5,550

​

​

(11,053)

Total other comprehensive income (loss)

​

​

(4,500)

​

​

3,621

​

​

5,550

​

​

(11,053)

Comprehensive income (loss)

​

$

(7,818)

​

$

(65,669)

​

$

(97,836)

​

$

(80,694)

​	September 26, 2020			December 28, 2019			December 29, 2018
​	(in thousands)
Balance Sheet Data:	​	​	​	​	​	​	​	​	​
Total assets	​	$	2,474,681	​	$	2,441,210	​	$	2,431,470
Total current liabilities	​	​	280,215	​	​	208,868	​	​	198,018
Total liabilities	​	​	2,133,579	​	​	2,096,108	​	​	1,992,363
Working capital	​	​	263,212	​	​	231,803	​	​	280,023
Total stockholder’s equity	​	​	341,102	​	​	345,102	​	​	439,107

​

Thirty-Nine Weeks Ended September 26, 2020

Thirty Nine Weeks Ended September 28, 2019

Year Ended December 28, 2019

Year Ended December 29, 2018

​

(in thousands)

Statement of Cash Flows Data:

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided by Operating activities

​

$

67,588

​

$

34,867

​

$

52,359

​

$

7,547

Net cash used in Investing activities

​

​

(29,982)

​

​

(37,303)

​

​

(53,488)

​

​

(572,610)

Net cash (used in) provided by Financing activities

​

​

(24,580)

​

​

(12,890)

​

​

(7,053)

​

​

581,927

38

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Business Combination and related transactions described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”. The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, Landcadia will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Hillman Holdco issuing stock for the net assets of Landcadia, accompanied by a recapitalization. The net assets of Landcadia will be stated at historical cost, with no goodwill or other intangible assets recorded. The summary unaudited pro forma condensed combined balance sheet data as of September 30, 2020 gives pro forma effect to the Business Combination and related transactions as if they had occurred on September 30, 2020. The summary unaudited pro forma condensed combined statement of operations data for the nine months ended September 30, 2020 and the year ended December 31, 2019 give pro forma effect to the Business Combination and related transactions as if they had been consummated on January 1, 2019.

The summary pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/​prospectus and the accompanying notes. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements of Landcadia and related notes and the historical financial statements of Hillman Holdco and related notes included in this proxy statement/prospectus. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the combined company.

The following table presents summary pro forma data after giving effect to the Business Combination and related transactions, assuming two redemption scenarios as follows:

•

Assuming No Redemption — this scenario assumes that no shares of Landcadia Class A common stock are redeemed; and

•

Assuming Maximum Redemption — this scenario assumes that 14.2 million shares of Landcadia Class A common stock are redeemed upon the Closing for a total redemption price of $142 million, with the number of redemptions being determined by assuming that the redemption price is $10.00 per share and that the maximum number of redemptions that may occur is that number that still enables the conditions to closing under the Merger Agreement to be satisfied.

39

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the summary unaudited pro forma condensed combined financial information will be different.

​	Pro Forma Combined (Assuming No Redemptions)			Pro Forma Combined (Assuming Maximum Redemptions)
​	(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined	​	​	​	​	​	​
Statement of Operations Data for the Nine Months Ended September 30, 2020	​	​	​	​	​	​
Net sales	​	$	1,041,226	​	$	1,041,226
Net income per share attributable to common stockholders –  basic	​	$	0.10	​	$	0.09
Net income per share attributable to common stockholders –  diluted	​	$	0.10	​	$	0.09
Weighted average common shares outstanding – basic	​	​	187,476,425	​	​	173,276,425
Weighted average common shares outstanding – diluted	​	​	187,476,425	​	​	173,276,425
Statement of Operations Data for the Year Ended December 31, 2019	​	​	​	​	​	​
Net sales	​	$	1,214,362	​	$	1,214,362
Net income (loss) per share attributable to common stockholders – basic	​	$	(0.39)	​	$	(0.45)
Net income (loss) per share attributable to common stockholders – diluted	​	$	(0.39)	​	$	(0.45)
Weighted average common shares outstanding – basic	​	​	187,476,425	​	​	173,276,425
Weighted average common shares outstanding – diluted	​	​	187,476,425	​	​	173,276,425
Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data as of September 30, 2020	​	​	​	​	​	​
Total assets	​	$	2,549,671	​	$	2,503,622
Total liabilities	​	$	1,424,469	​	$	1,522,102
Total stockholders’ equity	​	$	1,125,202	​	$	981,520

40

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE
FINANCIAL INFORMATION

The following table sets forth selected historical comparative share information for Landcadia and Hillman Holdco and unaudited pro forma condensed combined per share information of the combined company after giving effect to the Business Combination and related transactions, assuming two redemption scenarios as follows:

•

Assuming No Redemption — this scenario assumes that no shares of Landcadia Class A common stock are redeemed; and

•

Assuming Maximum Redemption — this scenario assumes that 14.2 million shares of Landcadia Class A common stock are redeemed upon the Closing for a total redemption price of $142 million, with the number of redemptions being determined by assuming that the redemption price is $10.00 per share and that the maximum number of redemptions that may occur is that number that still enables the conditions to closing under the Merger Agreement to be satisfied.

The pro forma stockholders’ equity information reflects the Business Combination and related transactions as if they had occurred on September 30, 2020. The weighted average shares outstanding and net loss per share information give pro forma effect to the Business Combination and related transactions as if they had occurred on December 31, 2019, and September 30, 2020, respectively.

This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of Landcadia and Hillman Holdco and related notes that are included elsewhere in this proxy statement/ prospectus. The unaudited pro forma combined per share information of Landcadia and Hillman Holdco is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Landcadia and Hillman Holdco would have been had the companies been combined during the periods presented.

41

​

​

​

​

Combined Pro Forma

​

Hillman Holdco (Historical)

Landcadia (Historical)

(Assuming No Redemption)

(Assuming Maximum Redemption)

As of and for the Nine Months Ended September 30, 2020

(in thousands, except share and per share data)

Stockholders’ equity

​

$

341,102

​

$

—

​

$

1,125,202

​

$

981,520

Weighted average common shares outstanding – basic and diluted

​

​

​

​

​

6,937,041

​

​

187,476,425

​

​

173,276,425

Net loss per share attributable to common stockholders – basic and diluted

​

​

​

​

$

—

​

$

0.10

​

$

0.09

Stockholders’ equity per share – basic and diluted

​

​

​

​

$

—

​

$

6.00

​

$

5.66

As of and for the Year Ended December 31, 2019

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average common shares outstanding – basic and diluted

​

​

​

​

​

6,037,500

​

​

187,476,425

​

​

173,276,425

Net loss per share attributable to common stockholders – basic and diluted

​

​

​

​

$

—

​

$

(0.39)

​

$

(0.45)

42

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

Landcadia

Market Price and Ticker Symbol

Landcadia’s units, Class A common stock and public warrants are currently listed on Nasdaq under the symbols “LCYAU,” “LCY,” and “LCYAW,” respectively.

The closing price of Landcadia’s units, Class A common stock and public warrants on January 22, 2021, the last trading day before announcement of the execution of the Merger Agreement, was $11.13, $10.52 and $2.08, respectively. As of [•], 2021, the record date for the Special Meeting, the closing price for each unit, share of Class A common stock and public warrant was $[•], $[•] and $[•], respectively.

Holders

As of February 2, 2021, there was one holder of record of our units, one holder of record of Landcadia Class A common stock, two holders of record of Landcadia Class B common stock and three holders of record of our warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Landcadia Class A common stock and warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

Landcadia has not paid any cash dividends on Landcadia common stock to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon New Hillman’s revenue and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of New Hillman’s board of directors at such time.

Hillman

There is no public market for the shares of Hillman Holdco’s common stock.

43

RISK FACTORS

Risks Related to Hillman’s Business and Indebtedness

Unless the context otherwise requires, references in this subsection “— Risks Related to Hillman’s Business and Industry” to “we”, “us”, “our”, and “the Company” generally refer to Hillman in the present tense or New Hillman from and after the Business Combination.

You should carefully consider the following risks. However, the risks set forth below are not the only risks that we face, and we face other risks which have not yet been identified or which are not yet otherwise predictable. If any of the following risks occur or are otherwise realized, our business, financial condition, and results of operations could be materially adversely affected. You should carefully consider the risks described below and all other information in this filing, including our Consolidated Financial Statements and the related Notes to Consolidated Financial Statements and schedules thereto.

Risks Related to Hillman’s Business

Supply and demand for our products is influenced by general economic conditions and trends in spending on repair and remodel home projects, new home construction, and personal protective equipment. Adverse trends in, among other things, the general health of the economy, consumer confidence, interest rates, repair and remodel home projects, new home construction activity, commercial construction activity and the use of personal protective equipment could adversely affect our business.

Demand for our products is impacted by general economic conditions in North American and other international markets including, without limitation, inflation, recession, instability in financial or credit markets, the level of consumer debt, interest rates, discretionary spending and the ability of our customers to obtain credit. We are particularly impacted by spending trends in existing home sales, new home construction activity, home repair and remodel activity, commercial construction and demand for personal protective equipment including masks and cleaning supplies. While we believe consumer preferences have increased spending on the home and personal protective equipment, the level of spending could decrease in the future. Our customers, suppliers, and other parties with whom we do business are also impacted by the foregoing conditions and adverse changes may result in financial difficulties leading to restructurings, bankruptcies, liquidations, and other unfavorable events for our customers, suppliers, and other service providers. Adverse trends in any of the foregoing factors could reduce our sales, adversely impact the mix of our sales or increase our costs which could have a material adverse effect on our business, financial condition and results of operations.

The COVID-19 pandemic could have a material adverse effect on our business, financial condition and results of operations.

In December 2019, a strain of coronavirus, now known as COVID-19, was reported to have surfaced in Wuhan, China. Since that time, the widespread and sustained transmission of the virus has reached global pandemic status. In response to the pandemic, many national and international health agencies have recommended, and many countries and state, provincial and local governments have implemented, various measures, including travel bans and restrictions, limitations on public and private gatherings, business closures or operating restrictions, social distancing, and shelter-in-place orders.

Given the ongoing and dynamic nature of the COVID-19 virus and the worldwide response related thereto, it is difficult to predict the full impact of the ongoing COVID-19 pandemic on our business. Although the reported cases of COVID-19 have decreased in certain regions of the world, they have continued to increase in others, particularly following the 2020 holiday season, including the United States and other regions in which we operate, and it is uncertain when the pandemic or its effects will subside.

We could experience future reductions in demand for our products depending on the future course of the pandemic and related actions taken to curb its spread.

The increased demand for imported goods driven by a shift in consumer spending has also stressed the global supply chain from factory production capacity to transportation availability. The impact of a

44

continued COVID-19 outbreak or sustained measures taken to limit or contain the outbreak could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our suppliers could fail to deliver product in a timely manner as a result of disruption to the global supply chain due to the ongoing COVID-19 pandemic. If such failures occur, we may be unable to provide products when requested by our customers. Our business could be substantially disrupted if we were required to, or chose to, replace the products from one or more major suppliers with products or services from another source, especially if the replacement became necessary on short notice. Any such disruption could increase our costs, decrease our operating efficiencies and have a material adverse effect on our business, results of operations and financial condition.

Demand for our personal protective products could exceed global supply capacity thereby causing increased costs and limited availability.

The extent to which the ongoing COVID-19 pandemic impacts us will depend on numerous evolving factors and future developments that we are not able to predict, including:

•

the duration of the pandemic, including the ability of governments and health care providers to timely distribute available vaccines and the efficacy of such vaccines;

•

governmental, business and other actions (which could include limitations on our operations or mandates to provide products or services) taken to limit the reach of the virus and the impact of the pandemic;

•

the impact on our supply chain;

•

the impact on our contracts with customers and suppliers, including potential disputes over whether COVID-19 constitutes a force majeure event;

•

the impact of the pandemic on worldwide economic activity;

•

the health of and the effect on our workforce and our ability to meet the staffing needs of our critical functions, particularly if members of our work force are infected with COVID-19, quarantined as a result of exposure to COVID-19 or unable to work remotely in areas subject to shelter-in-place orders;

•

the health and effect on our distribution network staff, if we need to close any of our facilities or a critical number of our employees become too ill to work;

•

any impairment in value of our tangible or intangible assets that could be recorded as a result of a weaker economic conditions; and

•

the potential effects on our internal controls including those over financial reporting as a result of changes in working environments such as shelter-in-place and similar orders that are applicable to our team members and business partners, among others.

We operate in a highly competitive industry, which may have a material adverse effect on our business, financial condition, and results of operations.

The retail industry is highly competitive, with the principal methods of competition being product innovation, price, quality of service, quality of products, product availability and timeliness, credit terms, and the provision of value-added services, such as merchandising design, in-store service, and inventory management. We encounter competition from a large number of regional and national distributors which could adversely affect our business, financial condition, and results of operations.

To compete successfully, we must develop and commercialize a continuing stream of innovative new products that create consumer demand.

Our long-term success in the current competitive environment depends on our ability to develop and commercialize a continuing stream of innovative new products, including those in our new mass merchant fastener program, which create and maintain consumer demand. We also face the risk that our competitors will introduce innovative new products that compete with our products. Our strategy includes increased investment in new product development and continued focus on innovation. There are, nevertheless, numerous

45

uncertainties inherent in successfully developing and commercializing innovative new products on a continuing basis, and new product launches may not provide expected growth results.

Our business may be adversely affected by seasonality.

In general, we have experienced seasonal fluctuations in sales and operating results from quarter to quarter. Typically, the first calendar quarter is the weakest due to the effect of weather on home projects and the construction industry. If adverse weather conditions persist on a regional or national basis into the second or other calendar quarters, our business, financial condition, and results of operations may be materially adversely affected.

Because our business is working capital intensive, we rely on our ability to manage our product purchasing and customer credit policies.

Our operations are working capital intensive, and our inventories, accounts receivable and accounts payable are significant components of our net asset base. We manage our inventories and accounts payable through our purchasing policies and our accounts receivable through our customer credit policies. If we fail to adequately manage our product purchasing or customer credit policies, our working capital and financial condition may be adversely affected.

We are subject to inventory management risks: insufficient inventory may result in increased costs, lost sales and lost customers, while excess inventory may increase our costs.

We balance the need to maintain inventory levels that are sufficient to maintain superior customer fulfillment levels against the risk and financial costs of carrying excess inventory levels. In order to successfully manage our inventories, we must estimate demand from our customers at the product level and timely purchase products in quantities that substantially correspond to that demand. If we overestimate demand and purchase too much of a particular product, we could have excess inventory handling costs, distribution center capacity constraints and inventory that we cannot sell profitably. In addition, we may have to write down such inventory if we are unable to sell it for its recorded value. By contrast, if we underestimate demand and purchase insufficient quantities of a product, and/or do not maintain enough inventory of a product we may not be able to fulfill customer orders on a timely basis which could result in fines, the loss of sales and ultimately loss of customers for those products as they turn to our competitors. Our business, financial condition and results of operations could suffer a material adverse effect if either or both of these situations occur frequently or in large volumes.

We have substantial fixed costs and, as a result, our operating income is sensitive to changes in our net sales.

A significant portion of our expenses are fixed costs (including personnel), which do not fluctuate with net sales. Consequently, a percentage decline in our net sales could have a greater percentage effect on our operating income if we do not act to reduce personnel or take other cost reduction actions. Any decline in our net sales would cause our profitability to be adversely affected.

Large customer concentration and the inability to penetrate new channels of distribution could adversely affect our business.

Our two largest customers constituted approximately $457.1 million of net sales for the thirty-nine weeks ended September 26, 2020 and $543.1 million of net sales for fiscal 2019. Our two largest customers constituted approximately $58.4 million of the accounts receivable balance as of September 26, 2020 and $33.5 million of the year-end accounts receivable balance for 2019. Each of these customers is a big box chain store. Our results of operations depend greatly on our ability to maintain existing relationships and arrangements with these big box chain stores. To the extent that the big box chain stores are materially adversely impacted by the changing retail landscape, this could have a negative effect on our results of operations. These two customers have been key components of our growth and failure to maintain fulfillment and service levels or relationships with these customers could result in a material loss of business. Our inability to penetrate new channels of distribution, including ecommerce, may also have a negative impact on our future sales and business.

46

Successful sales and marketing efforts depend on our ability to recruit and retain qualified employees.

The success of our efforts to grow our business depends on the contributions and abilities of key executives, our sales force, and other personnel, including the ability of our sales force to achieve adequate customer coverage. We must therefore continue to recruit, retain, and motivate management, sales, and other personnel to maintain our current business and to support our projected growth. A shortage of these key employees might jeopardize our ability to implement our growth strategy.

Increases in labor costs, potential labor disputes and work stoppages or an inability to hire skilled distribution, sales and other personnel could adversely affect our business.

An increase in labor costs, work stoppages or disruptions at our facilities or those of our suppliers or transportation service providers, or other labor disruptions, could decrease our sales and increase our expenses. In addition, although our employees are not represented by a union, our labor force may become subject to labor union organizing efforts, which could cause us to incur additional labor costs and increase the related risks that we now face.

A significant increase in the salaries and wages paid by competing employers could result in a reduction of our labor force, increases in the salaries and wages that we must pay or both. If we are unable to hire warehouse, distribution, sales and other personnel, our ability to execute our business plan, and our results of operations, would suffer.

We are exposed to adverse changes in currency exchange rates.

Exposure to foreign currency risk exists because we, through our global operations, enter into transactions and make investments denominated in multiple currencies. Our predominant exposures are in Canadian, Mexican, and Asian currencies, including the Chinese Yuan (“CNY”). In preparing our Consolidated Financial Statements for foreign operations with functional currencies other than the U.S. dollar, asset and liability accounts are translated at current exchange rates and income and expenses are translated using weighted-average exchange rates. With respect to the effects on translated earnings, if the U.S. dollar strengthens relative to local currencies, our earnings could be negatively impacted. We do not make a practice of hedging our non-U.S. dollar earnings.

We source many products from China and other Asian countries for resale in other regions. To the extent that the CNY or other currencies appreciate with respect to the U.S. dollar, we may experience cost increases on such purchases. The U.S. dollar declined in value relative to the CNY by 2.5% during the thirty-nine weeks ended September 26, 2020, increased by 1.7% in 2019, and increased by 5.7% in 2018. Significant appreciation of the CNY or other currencies in countries where we source our products could adversely impact our profitability. In addition, our foreign subsidiaries in Canada and Mexico may purchase certain products from their vendors denominated in U.S. dollars. If the U.S. dollar strengthens compared to the local currencies, it may result in margin erosion. We have a practice of hedging some of our Canadian subsidiary’s purchases denominated in U.S. dollars. We may not be successful at implementing customer pricing or other actions in an effort to mitigate the related cost increases and thus our results of operations may be adversely impacted.

Our results of operations could be negatively impacted by inflation or deflation in supply chain costs, including raw materials, sourcing, transportation and energy.

Our products are manufactured of metals, including but not limited to steel, aluminum, zinc, and copper. Additionally, we use other commodity-based materials in the manufacture of LNS that are resin-based and subject to fluctuations in the price of oil. We source the majority of our products from third parties and are subject to changes in their underlying manufacturing costs. We also use third parties for transportation and are exposed to fluctuations in freight costs to transport goods from our suppliers to our distribution facilities and from there to our customers, as well as the price of diesel fuel in the form of freight surcharges on customer shipments and the cost of gasoline used by the field sales and service force. Inflation in these costs could result in significant cost increases. If we are unable to mitigate the any cost increases from the foregoing factors through various customer pricing actions and cost reduction initiatives, our financial condition may be adversely affected. Conversely, in the event that there is deflation, we may

47

experience pressure from our customers to reduce prices. There can be no assurance that we would be able to reduce our cost base (through negotiations with suppliers or other measures) to offset any such price concessions which could adversely impact our results of operations and cash flows.

We are subject to the risks of doing business internationally.

A portion of our revenue is generated outside the United States, primarily from customers located in Canada, Mexico, Latin America, and the Caribbean. Because we sell our products and services outside the United States, our business is subject to risks associated with doing business internationally, which include:

•

changes in a specific country’s or region’s political and cultural climate or economic condition;

•

unexpected or unfavorable changes in foreign laws and regulatory requirements;

•

difficulty of effective enforcement of contractual provisions in local jurisdictions;

•

inadequate intellectual property protection in foreign countries;

•

the imposition of duties and tariffs and other trade barriers;

•

trade-protection measures, import or export licensing requirements such as Export Administration Regulations promulgated by the U.S. Department of Commerce, Economic Sanctions Laws and Regulations administered by the Office of Foreign Assets Control, and fines, penalties, or suspension or revocation of export privileges;

•

violations of the United States Foreign Corrupt Practices Act;

•

the effects of applicable and potentially adverse foreign tax law changes;

•

significant adverse changes in foreign currency exchange rates; and

•

difficulties associated with repatriating cash in a tax-efficient manner.

Any failure to adapt to these or other changing conditions in foreign countries in which we do business could have an adverse effect on our business and financial results.

Our business is subject to risks associated with sourcing product from overseas.

We import a significant amount of our products and rely on foreign sources to meet our supply demands at prices that support our current operating margins. Substantially all of our import operations are subject to customs requirements and to tariffs and quotas set by governments through mutual agreements or unilateral actions. The U.S. tariffs on steel and aluminum and other imported goods have materially increased the costs of many of our foreign sourced products, and any escalation in the tariffs will increase the impact. In order to sustain current operating margins while the tariffs are in effect, we must be able to increases prices with our customers and find alternative, similarly priced sources that are not subject to the tariffs. If we are unable to effectively implement these countermeasures, our operating margins will be impacted.

In addition, the countries from which our products and materials are manufactured or imported may, from time to time, impose additional quotas, duties, tariffs, or other restrictions on their imports or adversely modify existing restrictions. Adverse changes in these import costs and restrictions, or our suppliers’ failure to comply with customs regulations or similar laws, could harm our business.

If any of our existing vendors fail to meet our needs, we believe that sufficient capacity exists in the open market to supply any shortfall that may result. However, it is not always possible to replace a vendor on short notice without disruption in our operations which may require more costly expedited transportation expense and replacement of a major vendor is often at higher prices.

Our ability to import products in a timely and cost-effective manner may also be affected by conditions at ports or issues that otherwise affect transportation and warehousing providers, such as port and shipping capacity, labor disputes, severe weather, or increased homeland security requirements in the U.S. and other countries. These issues could delay importation of products or require us to locate alternative ports or

48

warehousing providers to avoid disruption to customers. These alternatives may not be available on short notice or could result in higher transit costs, which could have an adverse impact on our business and financial condition.

Further, our business could be adversely affected by the recent outbreak of COVID-19. This situation may have a material and adverse effect on our business which could include temporary closures of our facilities, the facilities of our suppliers, and other disruptions caused to us, our suppliers or customers. This may adversely affect our results of operations, financial position, and cash flows.

Acquisitions have formed a significant part of our growth strategy in the past and may continue to do so. If we are unable to identify suitable acquisition candidates, successfully integrate an acquired business, or obtain financing needed to complete an acquisition, our growth strategy may not succeed.

Historically, our growth strategy has relied in part on acquisitions that either expand or complement our businesses in new or existing markets. However, there can be no assurance that we will be able to identify or acquire acceptable acquisition candidates on terms favorable to us and in a timely manner, if at all, to the extent necessary.

The process of integrating acquired businesses into our operations may result in unforeseen difficulties and may require a disproportionate amount of resources and management attention, and there can be no assurance that we will be able to successfully integrate acquired businesses into our operations. Additionally, we may not achieve the anticipated benefits from any acquisition.

Unfavorable changes in the current economic environment may make it difficult to acquire businesses in order to further our growth strategy. We will continue to seek acquisition opportunities both to expand into new markets and to enhance our position in our existing markets. However, our ability to do so will depend on a number of factors, including our ability to obtain financing that we may need to complete a proposed acquisition opportunity which may be unavailable or available on terms that are not advantageous to us. If financing is unavailable, we may be forced to forego otherwise attractive acquisition opportunities which may have a negative effect on our ability to grow.

If we were required to write down all or part of our goodwill or indefinite-lived trade names, our results of operations could be materially adversely affected.

We have $817.8 million of goodwill and $85.3 million of indefinite-lived trade names recorded on our accompanying Consolidated Balance Sheets at September 26, 2020. We are required to periodically determine if our goodwill or indefinite-lived trade names have become impaired, in which case we would write down the impaired portion. If we were required to write down all or part of our goodwill or indefinite-lived trade names, our net income could be materially adversely affected.

Our success is highly dependent on information and technology systems.

We believe that our proprietary computer software programs are an integral part of our business and growth strategies. We depend on our information systems to process orders, to manage inventory and accounts receivable collections, to purchase, sell, and ship products efficiently and on a timely basis, to maintain cost-effective operations, and to provide superior service to our customers. If these systems are damaged, intruded upon, shutdown, or cease to function properly (whether by planned upgrades, force majeure, telecommunications failures, hardware or software break-ins or viruses, other cyber-security incidents, or otherwise), we may suffer disruption in our ability to manage and operate our business.

There can be no assurance that the precautions which we have taken against certain events that could disrupt the operations of our information systems will prevent the occurrence of such a disruption. Any such disruption could have a material adverse effect on our business and results of operations.

Unauthorized disclosure of sensitive or confidential customer, employee, supplier, or Company information, whether through a breach of our computer systems, including cyber-attacks or otherwise, could severely harm our business.

As part of our business, we collect, process, and retain sensitive and confidential personal information about our customers, employees, and suppliers. Despite the security measures we have in place, our facilities

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and systems, and those of the retailers and other third party distributors with which we do business, may be vulnerable to security breaches, cyber-attacks, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events. Any security breach involving the misappropriation, loss, or other unauthorized disclosure of confidential customer, employee, supplier, or Company information, whether by us or by the retailers and other third party distributors with which we do business, could result in losses, severely damage our reputation, expose us to the risks of litigation and liability, disrupt our operations, and have a material adverse effect on our business, results of operations, and financial condition. The regulatory environment related to information security, data collection, and privacy is increasingly rigorous, with new and constantly changing requirements applicable to our business, and compliance with those requirements could result in additional costs.

Failure to adequately protect intellectual property could adversely affect our business.

Intellectual property rights are an important and integral component of our business. We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright, and trade secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements.

In the event that our trademarks or patents are successfully challenged and we lose the rights to use those trademarks or patents, or if we fail to prevent others from using them, we could experience reduced sales or be forced to redesign or rebrand our products, requiring us to devote resources to product development, advertising and marketing new products and brands. In addition, we cannot be sure that any pending trademark or patent applications will be granted or will not be challenged or opposed by third parties or that we will be able to enforce our trademark rights against counterfeiters.

Failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition.

Our success depends in part on our ability to operate without infringing on or misappropriating the proprietary rights of others, and if we are unable to do so we may be liable for damages.

We cannot be certain that United States or foreign patents or patent applications of other companies do not exist or will not be issued that would prevent us from commercializing our products. Third parties may sue us for infringing or misappropriating their patent or other intellectual property rights. Intellectual property litigation is costly. If we do not prevail in litigation, in addition to any damages we might have to pay, we could be required to cease the infringing activity or obtain a license requiring us to make royalty payments. It is possible that a required license may not be available to us on commercially acceptable terms, if at all. In addition, a required license may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. If we fail to obtain a required license or are unable to design around another company’s patent, we may be unable to make use of some of the affected products, which would reduce our revenues.

The defense costs and settlements for patent infringement lawsuits are not covered by insurance. Patent infringement lawsuits can take years to settle. If we are not successful in our defenses or are not successful in obtaining dismissals of any such lawsuit, legal fees or settlement costs could have a material adverse effect on our results of operations and financial position.

Recent changes in United States patent laws may limit our ability to obtain, defend, and/or enforce our patents.

The United States has recently enacted and implemented wide ranging patent reform legislation. The United States Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on actions by the United States Congress, the United States federal courts, and the United States Patent and Trademark Office, the laws and regulations governing patents could change in unpredictable ways that could weaken our ability to obtain new patents or to enforce patents that we have licensed or that we might obtain in the future. Similarly, changes in patent law and regulations in other countries or jurisdictions, changes in the governmental bodies that enforce them or changes in how the relevant

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governmental authority enforces patent laws or regulations may weaken our ability to obtain new patents or to enforce patents that we have licensed or that we may obtain in the future.

Regulations related to conflict minerals could adversely impact our business.

The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability concerning the supply of certain minerals, known as “conflict minerals”, originating from the Democratic Republic of Congo (“DRC”) and adjoining countries. These rules could adversely affect the sourcing, supply, and pricing of materials used in our products, as the number of suppliers who provide conflict-free minerals may be limited. We may also suffer harm to our image if we determine that certain of our products contain minerals not determined to be conflict-free or if we are unable to modify our products to avoid the use of such materials. We may also face challenges in satisfying customers who may require that our products be certified as containing conflict-free minerals.

Future changes in financial accounting standards may significantly change our reported results of operations.

The accounting principles generally accepted in the United States of America (“GAAP”) are subject to interpretation by the Financial Accounting Standards Board (“FASB”), the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change. Additionally, our assumptions, estimates and judgments related to complex accounting matters could significantly affect our financial results. GAAP and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, including, but not limited to, revenue recognition, impairment of long-lived assets, leases and related economic transactions, intangibles, self-insurance, income taxes, property and equipment, litigation and stock-based compensation are highly complex and involve many subjective assumptions, estimates and judgments by us. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments by us (i) could require us to make changes to our accounting systems to implement these changes that could increase our operating costs and (ii) could significantly change our reported or expected financial performance.

Future tax law changes and tax audits may materially increase our prospective income tax expense.

We are subject to income taxation in many jurisdictions in the U.S. as well as foreign jurisdictions. Judgment is required in determining our worldwide income tax provision and, accordingly, there are many transactions and computations for which our final income tax determination is uncertain. We are occasionally audited by income tax authorities in several tax jurisdictions. Although we believe the recorded tax estimates on our financial statements are reasonable, the ultimate outcome from any audit (or related litigation) could be materially different from amounts reflected in our income tax provisions and accruals. Future settlements of income tax audits may have a material effect on earnings between the period of initial recognition of tax estimates in the financial statements and the point of ultimate tax audit settlement.

Additionally, it is possible that future income tax legislation, regulations or interpretations thereof and/or import tariffs in any jurisdiction to which we are subject to taxation may be enacted and such changes could have a material impact on our worldwide income tax provision beginning with the period during which such changes become effective. In addition, our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

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changes in the valuation of our deferred tax assets and liabilities;

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expected timing and amount of the release of any tax valuation allowances;

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tax effects of stock-based compensation;

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costs related to intercompany restructurings; and

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lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

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We are subject to legal proceedings and legal compliance risks.

We are involved in various legal proceedings, which from time to time may involve lawsuits, state and federal governmental inquiries, audits and investigations, environmental matters, employment, tort, state false claims act, consumer litigation, and intellectual property litigation. At times, such matters may involve executive officers and other management. Certain of these legal proceedings may be a significant distraction to management and could expose us to significant liability, including settlement expenses, damages, fines, penalties, attorneys’ fees and costs, and non-monetary sanctions, any of which could have a material adverse effect on our business and results of operations.

Increases in the cost of employee health benefits could impact our financial results and cash flows.

Our expenses relating to employee health benefits, for which we are primarily self insured, are significant. Healthcare costs have risen significantly in recent years, and recent legislative and private sector initiatives regarding healthcare reform have resulted and could continue to result in significant changes to the U.S. healthcare system. Unfavorable changes in the cost of such benefits could have a material adverse effect on our financial results and cash flows.

If we become subject to material liabilities under our self-insured programs, our financial results may be adversely affected.

We provide workers’ compensation, automobile and product/general liability coverage through a high deductible insurance program. In addition, we are self-insured for our health benefits and maintain per employee stop-loss coverage. Although we believe that we have adequate stop-loss coverage for catastrophic claims to cap the risk of loss, our results of operations and financial condition may be adversely affected if the number and severity of claims that are not covered by stop-loss insurance increases.

We occupy most of our locations under long-term non-cancelable leases. We may be unable to renew leases on favorable terms or at all. Also, if we close a location, we may remain obligated under the applicable lease.

Most of our locations are located in leased premises. Many of our current leases are non-cancelable and typically have terms ranging from three to fourteen years, with options to renew for specified periods of time. We believe that leases we enter into in the future will likely be long-term and noncancelable and have similar renewal options. However, there can be no assurance that we will be able to renew our current or future leases on favorable terms or at all which could have an adverse effect on our ability to operate our business and on our results of operations. In addition, if we close a location, we generally remain committed to perform our obligations under the applicable lease, which include, among other things, payment of the base rent for the balance of the lease term. Our obligation to continue making rental payments in respect of leases for closed locations could have an adverse effect on our business and results of operations.

Risks Relating to Hillman’s Indebtedness

Upon consummation of the Business Combination, we will have significant indebtedness that could affect operations and financial condition and prevent us from fulfilling our obligations under our indebtedness.

Upon consummation of the Business Combination, we will have a significant amount of indebtedness. As of September 26, 2020, total indebtedness was $1,577.4 million, consisting of $1,468.7 million of indebtedness of Hillman and $108.7 million of indebtedness of Hillman Group. $1,039.7 million of such indebtedness is indebtedness issued under the 2018 Term Loans, $97.0 million of such indebtedness is indebtedness issued under the 2018 ABL Revolver, $330.0 million of such indebtedness is indebtedness issued under the 6.375% Senior Notes and $2.0 million is indebtedness under capital lease obligations, $108.7 million of such indebtedness is indebtedness issued under the Junior Subordinated Debentures. All such indebtedness is expected to be refinanced in connection with the Business Combination. In connection with the Business Combination, we expect to refinance all of our existing indebtedness under the 2018 Term Loans, the 2018 ABL Revolver, the 6.375% Senior Notes and the Junior Subordinated Debentures, as described in the table under “Sources and Uses of Funds for the Business Combination”, In order to obtain a portion of the proceeds necessary for the refinancing and certain other transaction, Hillman Group plan to obtain new senior secured credit facilities, which are expected to include a $250.0 million asset-based

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revolving credit facility, a $835.0 million term loan facility, which may be increased up to a maximum amount of $1,185.0 million based on the amount of cash redemptions by the public stockholders of their public shares, and a $200.0 million delayed draw term loan facility to be used for acquisitions and related transactions, which shall be reduced Dollar for Dollar by the amount of cash redemptions by the public stockholders of their public shares in excess of $150.0 million.

Hillman Group’s substantial indebtedness could have important consequences. For example, it could:

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increase our vulnerability to general adverse economic and industry conditions;

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require the dedication of a substantial portion of cash flow from operations to payments on indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, research and development efforts, and other general corporate purposes;

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limit flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

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place us at a competitive disadvantage compared to competitors that have less debt; and

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limit our ability to borrow additional funds.

We are subject to fluctuations in interest rates.

All of our indebtedness incurred under the new senior secured credit facilities will have variable interest rates. Increases in borrowing rates will increase our cost of borrowing, which may adversely affect our results of operations and financial condition. Furthermore, regulatory changes, such as the announcement of the United Kingdom’s Financial Conduct Authority to phase out the London Interbank Offered Rate (“LIBOR”) by the end of 2021, may adversely affect our floating rate debt and interest rate derivatives. We may enter into interest rate derivatives that hedge risks related to floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness.

Restrictions imposed by our new senior secured credit facilities and our other outstanding indebtedness, may limit our ability to operate our business and to finance our future operations or capital needs or to engage in other business activities.

Hillman Group’s new senior secured credit facilities will contain restrictive covenants that limit our ability to engage in certain types of activities and transactions that may be in our long-term best interests. The failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all outstanding indebtedness under our new secured credit facilities. In the event our lenders accelerate the repayment of our outstanding indebtedness, we and our subsidiaries may not have sufficient cash and assets to repay that indebtedness. These covenants restrict Hillman Group’s ability and the ability of its restricted subsidiaries, among other things, to:

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incur additional indebtedness and create additional liens;

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pay dividends on our capital stock or redeem, repurchase, or retire our capital stock or indebtedness;

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make investments, loans, advances, and acquisitions;

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repay prior to maturity certain indebtedness that is subordinated in right of payment or secured on a junior basis to the new credit facilities;

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engage in transactions with our affiliates;

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sell assets, including capital stock of our subsidiaries; and

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consolidate or merge.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to

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certain financial, business, and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets seek additional capital, or restructure or refinance our indebtedness. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. In addition, the ability to borrow under Hillman Group’s new asset-based revolving credit facility is subject to limitations based on advances rates against certain eligible inventory and accounts receivables that collateralize the underlying loans. Our ability to ability to access the full $250.0 million of revolving credit can be affected by events beyond our control if the value of our inventory and accounts receivables is materially adversely affected.

Our ability to repay our debt is affected by the cash flow generated by our subsidiaries.

Our subsidiaries own substantially all of our assets and conduct substantially all of our operations. Accordingly, repayment of our indebtedness will be dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment, or otherwise. Unless they are guarantors of the new senior secured credit facilities, our subsidiaries will not have any obligation to pay amounts due under those credit facilities or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries.

Volatility and weakness in bank and capital markets may adversely affect credit availability and related financing costs for us.

Bank and capital markets can experience periods of volatility and disruption. During periods of volatile credit markets, there is a risk that lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments. Although we currently can access the bank and capital markets, there is no assurance that such markets will continue to be a reliable source of financing for us. These factors, including the tightening of credit markets, could adversely affect our ability to obtain cost-effective financing. Increased volatility and disruptions in the financial markets also could make it more difficult and more expensive for us to obtain financing. In addition, the adoption of new statutes and regulations, the implementation of recently enacted laws or new interpretations or the enforcement of older laws and regulations applicable to the financial markets or the financial services industry could result in a reduction in the amount of available credit or an increase in the cost of credit. Disruptions in the financial markets can also adversely affect our lenders, insurers, customers, and other counterparties. Any of these results could cause a material adverse effect to our business, financial condition, and results of operations.

We rely on available borrowings under the Revolving Credit Facility for cash to operate our business, and the availability of credit under the Revolving Credit Facility may be subject to significant fluctuation.

In addition to cash we generate from our business, our principal existing source of cash is borrowings available under the Revolving Credit Facility. As of June 30, 2020 and September 30, 2019, we had commitments available to be borrowed under the Revolving Credit Facility of up to $150.0 million. We also have the option to increase the commitments under the Revolving Credit Facility by up to $100.0 million, subject to certain conditions. There are limitations on our ability to incur the full $150.0 million of existing commitments under the Revolving Credit Facility. Availability will be limited to the lesser of a borrowing base and $150.0 million. The borrowing base is calculated on a monthly (or more frequent under certain circumstances) valuation of our inventory, accounts receivable and certain cash balances. As a result, our access to credit under the Revolving Credit Facility is potentially subject to significant fluctuation, depending on the value of the borrowing base-eligible assets as of any measurement date. On June 5, 2020, we entered

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into an amendment to the Revolving Credit Facility, or the RCF Amendment, which established $8.5 million of commitments for FILO Loans under the Revolving Credit Facility. The FILO Loans are available to be drawn in a single disbursement on or prior to December 31, 2020. The availability of the FILO Loans will be subject to satisfaction of certain conditions at the time of borrowing, including the value of borrowing-base eligible assets at the time of borrowing. Under the terms of the Revolving Credit Facility as amended by the RCF Amendment, FILO Loans may be borrowed against increased percentages of borrowing-base eligible assets (as compared to the percentages of borrowing-base eligible assets applicable to all other loans under the Revolving Credit Facility). The RCF Amendment did not increase the total aggregate amount of commitments under the Revolving Credit Facility. Borrowing of FILO Loans under the Revolving Credit Facility will reduce the total aggregate commitments available for revolving loans for so long as the FILO Loans remain outstanding. If borrowed, the FILO Loans will mature on December 4, 2021. As of June 30, 2020, we have not drawn on the FILO loans. There is no assurance that we will be able to draw on the FILO Loans at any time. The inability to borrow under the Revolving Credit Facility may adversely affect our liquidity, financial position and results of operations.

Risk Factors Relating to Landcadia and the Business Combination

Unless the context otherwise requires, references in this subsection “— Risks Related to Landcadia and the Business Combination” to “we”, “us”, “our”, and “the Company” generally refer to Landcadia in the present tense or New Hillman from and after the Business Combination.

We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results of operations or reputation. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently believe are not material may also significantly affect our business, financial condition, results of operations or reputation. Our business could be harmed by any of these risks. In assessing these risks, you should also refer to the other information contained in this proxy statement prospectus, including our consolidated financial statements and related notes.

Directors and officers of Landcadia have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus.

When considering the Landcadia Board’s recommendation that its stockholders vote in favor of the approval of the Business Combination, Landcadia Stockholders should be aware that directors and officers of Landcadia have interests in the Business Combination that may be different from, or in addition to, the interests of Landcadia Stockholders. These interests include:

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Our Sponsors will lose their entire investment in us if we do not complete a business combination by October 14, 2022. If we are unable to complete our initial business combination by October 14, 2022, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and Landcadia’s Board, liquidate and dissolve, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by October 14, 2022.

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Our Sponsors purchased their 12,500,000 founder shares prior to our initial public offering for an aggregate purchase price of $2,070. Upon the Closing, such founder shares will be converted into 8,672,000 shares of New Hillman common stock after giving effect to the forfeiture of an aggregate of 3,828,000 founder shares by our Sponsors pursuant to the A&R Letter Agreement and such shares will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would have an aggregate market value of approximately $92.5 million based upon the closing price of $10.67 per public share on Nasdaq on February 2, 2021, but, given the restrictions on such shares, we believe such shares have less value.

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Simultaneously with the closing of our initial public offering, we consummated the sale of 8,000,000 private placement warrants at a price of $1.50 per warrant in a private placement to our Sponsors.

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The warrants are each exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on October 14, 2020, for one share of New Hillman common stock at $11.50 per share. If we do not consummate a business combination transaction by October 14, 2022, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our Sponsors will be worthless. The warrants held by our Sponsors had an aggregate market value of approximately $13.4 million based upon the closing price of $1.67 per warrant on Nasdaq on February 2, 2021.

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Our Sponsors and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if Landcadia fails to complete a business combination by October 14, 2022.

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In order to protect the amounts held in the Trust Account, the Sponsors have agreed that they will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.

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In connection with the Closing, our Sponsors would be entitled to the repayment of any working capital loan and advances that have been made to Landcadia and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsors have not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

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Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

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Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsors, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by Landcadia from time to time, made by our Sponsors or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination.

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Richard Handler, our Co-Chairman and President, is also the Chief Executive Officer and director of JFG Sponsor and chairman of the board of directors, Chief Executive Officer and President of JFG Sponsor’s largest subsidiary, Jefferies Group LLC (“Jefferies Group”) and its largest subsidiary, Jefferies LLC (“Jefferies”), which, along with its affiliates, own approximately 12% of the outstanding common stock of the Company. Jefferies will be entitled to receive deferred underwriting commission, placement agent fees and capital markets advisory fees from Landcadia upon completion of the Business Combination. In addition, upon completion of the Business Combination, Jefferies will receive M&A advisory fees and financing fees from Hillman. Jefferies Finance LLC (“Jefferies Finance”), an indirect subsidiary of JFG Sponsor, serves as administrative agent and collateral agent on Hillman Holdco's existing senior credit facilities that are expected to be refinanced in connection with the Closing and is expected to be joint lead arranger, joint lead bookrunner and one of the lenders, and sole administrative agent and sole collateral agent, in New Hillman's first lien term loan facility that is being entered into in connection with the Closing, and expects to receive fees in connection with such role.

These financial interests of the Sponsors, officers and directors and entities affiliated with them may have influenced their decision to approve the Business Combination. In addition, Barclays Capital Inc. (“Barclays”) will be entitled to receive placement agent fees of $2.8 million from Landcadia. Barclays will also receive M&A advisory fees and capital markets advisory fees , together in an aggregate amount of $20.3 million, and financing fees of $3.3 million from Hillman, in each case, upon completion of the Business

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Combination. You should consider these interests when evaluating the Business Combination and the recommendation of Landcadia’s Board to vote in favor of the Business Combination Proposal and other proposals to be presented to the stockholders.

Jefferies has certain other interests regarding the Business Combination that are different from, or in addition to, the interests of our other stockholders.

In addition to the interests of certain members of our Board and officers in the Business Combination that are different from, or in addition to, the interests of our other stockholders, you should keep in mind that Jefferies has financial interests that are different from, or in addition to, the interests of our other stockholders.

Richard Handler, Chief Executive Officer and Director of JFG Sponsor and Chairman of the board of directors, Chief Executive Officer and President of Jefferies Group, currently serves as Co-Chairman and President of the Company. Upon the consummation of the Business Combination, Jefferies, as the underwriter of our IPO is entitled to receive $17.5 million of deferred underwriting commission. The underwriters in our IPO waived their rights to the deferred underwriting commission held in the trust account in the event the Company does not complete an initial business combination within 24 months of the closing of the IPO, as may be extended in accordance with the terms of our Current Charter. Accordingly, if the Business Combination with Hillman, or any other initial business combination, is not consummated by that time and the Company is therefore required to be liquidated, the underwriters of the IPO, including Jefferies, will not receive any of the deferred underwriting commission and such funds will be returned to the Company’s public stockholders upon its liquidation.

Furthermore, Jefferies has been engaged by the Company as placement agent and capital markets advisor to the Company. The Company decided to retain Jefferies as a placement agent and capital markets advisor based primarily on (i) Jefferies’ extensive knowledge, strong market position and positive reputation in equity capital markets, (ii) Jefferies’ experienced and capable investment banking team and (iii) Jefferies’ long -standing relationship with and affiliation with the Company and the sponsors. The Company has agreed to pay Jefferies an aggregate fee of $8.4 million and $13.5 million in connection with its services as placement agent and capital markets advisor, respectively, all of which will become payable, and is contingent upon the consummation of the transaction. In addition, under the terms of Jefferies’ engagement, the Company agreed to reimburse Jefferies for its reasonable expenses, including fees, disbursements and other charges of counsel, and to indemnify Jefferies and related parties against liabilities, including liabilities under federal securities laws, relating to, or arising out of, its engagement.

Additionally, Jefferies has been engaged by Hillman Holdco to help it review strategic alternatives, including a sale of control of Hillman. Jefferies expects to receive M&A Advisory fees and financing fees in the amount of $6.8 million and $18.6 million, respectively from Hillman, upon the Closing. In addition, Jefferies Finance, a subsidiary of JFG Sponsor, serves as administrative agent and collateral agent on Hillman Holdco’s existing senior credit facilities that are expected to be refinanced in connection with the Closing. Furthermore, Jefferies Finance is expected to be joint lead arranger, joint lead bookrunner and one of the lenders, and sole administrative agent and sole collateral agent, in New Hillman’s first lien term loan facility that is being entered into in connection with the Closing and expects to receive up to $22.7 million in fees in connection with such role.

Jefferies therefore has a financial interest in the Company and Hillman completing the Business Combination that will result in the payment of the above referenced fees. In considering approval of the Business Combination, the Company’s stockholders should consider the roles of Jefferies in light of its financial interest in the Business Combination with Hillman being consummated.

Landcadia’s Sponsors have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

Our Sponsors have agreed to vote their shares in favor of the Business Combination. The Sponsors own approximately 22.4% of our outstanding shares prior to the Business Combination. Accordingly, it is more likely that the necessary stockholder approval for the Business Combination will be received than would

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be the case if our Sponsors had agreed to vote their shares in accordance with the majority of the votes cast by our public stockholders.

Landcadia’s Sponsors, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on the Business Combination and reduce the public “float” of our common stock.

Landcadia’s Sponsors, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions.

In the event that Landcadia’s Sponsors, directors, officers, advisors or their affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their public shares. The purpose of any such purchases of public shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a Closing condition in the Merger Agreement that requires us to have a certain amount of cash at the Closing, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Warrants will become exercisable for New Hillman common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Following the Business Combination, there will be 16,666,667 outstanding public warrants to purchase 16,666,667 shares of New Hillman common stock at an exercise price of $11.50 per share, which warrants will become exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on October 14, 2020. In addition, there will be 8,000,000 private placement warrants outstanding exercisable for 8,000,000 shares of New Hillman common stock at an exercise price of $11.50 per share. To the extent such warrants are exercised, additional shares of New Hillman common stock will be issued, which will result in dilution to the holders of New Hillman common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of New Hillman common stock, the impact of which is increased as the value of our stock price increases.

We may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making the warrants worthless.

New Hillman will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of New Hillman common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we give notice of redemption. If and when the warrants become redeemable by New Hillman, New Hillman may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders to (i) exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) sell the warrants at the then-current market price when the holder might otherwise wish to hold onto such warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

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In addition, New Hillman will have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of New Hillman common stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Redeemable Warrants — Anti-dilution Adjustments”) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of shares of New Hillman common stock determined based on the redemption date and the fair market value of New Hillman shares of common stock. Please see “Description of Securities — Redeemable Warrants — Redemption of warrants when the price per share of common stock equals or exceeds $10.00.” The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had been able to exercise their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of common stock received is capped at 0.361 shares of common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

If New Hillman redeems the warrants when they are “out-of-the-money,” you would lose any potential embedded value from a subsequent increase in the value of New Hillman common stock had your warrants remained outstanding.

Even if we consummate the Business Combination, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding warrants is $11.50 per share of New Hillman common stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

Our stockholders will experience immediate dilution as a consequence of the issuance of New Hillman common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of New Hillman.

Assuming that no public stockholders exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination, Landcadia’s Sponsors and public stockholders will hold 61,172,000 shares of New Hillman common stock, or 32.6% of the outstanding common stock. Assuming that our public stockholders holding 14,200,000 public shares exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination, Landcadia’s Sponsors and public stockholders will hold 46,972,000 shares of New Hillman common stock, or 27.2% of the outstanding common stock.

There are currently outstanding an aggregate of 24,666,667 warrants to acquire Landcadia Class A common stock, which comprise 8,000,000 private placement warrants held by Landcadia’s Sponsors and 16,666,667 public warrants. Each of Landcadia’s outstanding whole warrants is exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on October 14, 2020, for one share of Landcadia Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of Landcadia Class A common stock is issued as a result of such exercise, with payment of the exercise price of $11.50 per share, our fully- diluted share capital would increase by a total of 24,666,667 shares, with approximately $283,666,670.50 paid to us to exercise the warrants.

A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

Unlike most blank check companies, if (i) we issue additional shares of common stock or equity-linked securities for capital-raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per common share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business

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combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Description of Securities — Redeemable Warrants — Public Stockholders’ Warrants — Redemption of warrants when the price per share of common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Description of Securities — Redeemable Warrants — Public Stockholders’ Warrants — Redemption of warrants when the price per share of common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although Landcadia has conducted due diligence on Hillman, Landcadia cannot assure you that this diligence revealed all material issues that may be present in its business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Landcadia’s or New Hillman’s control will not later arise. As a result, New Hillman may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that New Hillman reports charges of this nature could contribute to negative market perceptions about New Hillman or its securities. In addition, charges of this nature may cause New Hillman to violate net worth or other covenants to which it may be subject. Accordingly, any Landcadia Stockholder who chooses to remain a stockholder of New Hillman following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Landcadia’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Landcadia’s securities prior to the Closing may decline. The market values of Landcadia’s securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which Landcadia’s Stockholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Merger Agreement is based on the per share value of the amount in the Trust Account and will not be adjusted to reflect any changes in the market price of Landcadia’s Class A common stock, the market value of New Hillman common stock issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the Business Combination, fluctuations in the price of New Hillman’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the stock of New Hillman and trading in the shares of Landcadia’s Class A common stock has not been active. Accordingly, the valuation ascribed to New Hillman in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of New Hillman securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could

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have a material adverse effect on your investment in our securities and New Hillman securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of New Hillman’s securities may include:

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actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

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changes in the market’s expectations about New Hillman’s operating results;

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success of competitors;

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operating results failing to meet the expectations of securities analysts or investors in a particular period;

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changes in financial estimates and recommendations by securities analysts concerning New Hillman or the industry in which New Hillman operates in general;

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operating and stock price performance of other companies that investors deem comparable to New Hillman;

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ability to market new and enhanced products and services on a timely basis;

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changes in laws and regulations affecting our business;

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commencement of, or involvement in, litigation involving New Hillman;

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changes in New Hillman’s capital structure, such as future issuances of securities or the incurrence of additional debt;

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the volume of shares of New Hillman common stock available for public sale;

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any major change in New Hillman’s board or management;

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sales of substantial amounts of New Hillman common stock by our or New Hillman’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

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general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq specifically, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which it was acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to New Hillman could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Our actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement/ prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

There can be no assurance that New Hillman common stock issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing, or that we will be able to comply with the continued listing standards of Nasdaq.

New Hillman common stock and warrants are expected to be listed on Nasdaq following the Business Combination. New Hillman’s continued eligibility for listing may depend on the number of our shares that

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are redeemed. If, after the Business Combination, Nasdaq delists New Hillman common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

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a limited availability of market quotations for our securities;

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a determination that New Hillman common stock is a “penny stock,” which will require brokers trading in New Hillman common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for New Hillman common stock;

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a limited amount of analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The Current Charter states that we must complete our initial business combination by October 14, 2022. If we have not completed an initial business combination by then (or such later date as our stockholders may approve in accordance with the Current Charter), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and Landcadia’s Board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Our directors may decide not to enforce the indemnification obligations of our Sponsors, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

Our Sponsors have agreed that they will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the funds held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. While we currently expect that our independent directors would take legal action on our behalf against the Sponsors to enforce their indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

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If our stockholders fail to comply with the redemption requirements specified in this proxy statement/ prospectus, they will not be entitled to redeem their shares of our Class A common stock for a pro rata portion of the Trust Account.

Holders of public shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. In order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent prior to [•] p.m., New York City time, on [•], 2021. Stockholders electing to redeem their shares will receive their pro rata portion of the funds held in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, calculated as of two business days prior to the anticipated consummation of the Business Combination.

The ability of Landcadia Stockholders to exercise redemption rights with respect to a large number of shares could increase the probability that the Business Combination would be unsuccessful and that stockholders would have to wait for liquidation in order to redeem their stock.

At the time we entered into the Merger Agreement and related agreements for the Business Combination, we did not know how many stockholders would exercise their redemption rights, and therefore we structured the Business Combination based on our expectations as to the number of shares that will be submitted for redemption. The Merger Agreement requires us to have at least $639 million of aggregate cash proceeds available from the Trust Account, after giving effect to redemptions of public shares, if any, and payment of transaction expenses, plus the Private Placement. If a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account. The above considerations may limit our ability to complete the Business Combination or optimize our capital structure.

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by Landcadia Stockholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Merger Agreement (as described under “The Merger Agreement — Conditions to Closing”), or that other Closing conditions are not satisfied. If Landcadia does not complete the Business Combination, Landcadia could be subject to several risks, including:

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the parties may be liable for damages to one another under the terms and conditions of the Merger Agreement;

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negative reactions from the financial markets, including declines in the price of our Class A common stock due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

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the attention of our management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

Delaware law and provisions in New Hillman’s certificate of incorporation and bylaws could make a takeover proposal more difficult.

If the Business Combination is consummated, New Hillman’s organizational documents will be governed by Delaware law. Certain provisions of Delaware law and of New Hillman’s certificate of incorporation and bylaws could discourage, delay, defer or prevent a merger, tender offer, proxy contest or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of Class A common stock held by New Hillman’s stockholders. These provisions provide for, among other things:

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the ability of New Hillman’s board of directors to issue one or more series of preferred stock;

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certain limitations on convening special stockholder meetings; and

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advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at New Hillman’s annual meetings.

These anti-takeover provisions as well as certain provisions of Delaware law could make it more difficult for a third party to acquire New Hillman, even if the third party’s offer may be considered beneficial by many of New Hillman’s stockholders. As a result, New Hillman’s stockholders may be limited in their ability to obtain a premium for their shares. If prospective takeovers are not consummated for any reason, New Hillman may experience negative reactions from the financial markets, including negative impacts on the price of New Hillman common stock. These provisions could also discourage proxy contests and make it more difficult for New Hillman’s stockholders to elect directors of their choosing and to cause New Hillman to take other corporate actions that New Hillman’s stockholders desire. See “Description of New Hillman Securities”.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with Landcadia and New Hillman.

Landcadia’s warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Hillman, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

We are required to file a notification under the Investment Canada Act, pursuant to which the Business Combination may be subject to review, possibly resulting in the imposition of certain remedial measures.

A notification under the Investment Canada Act (“ICA”) is required to be filed in respect of the Business Combination. The notification will be filed on a post-closing basis as permitted by the ICA. The Minister responsible for the ICA may issue a notice, before or after closing, that the Business Combination may be reviewed if the Minister concludes that it could be injurious to Canada’s national security. If a national security review is ordered, the Canadian government would have the power to impose remedial measures that it considers advisable to protect national security including imposing terms, conditions or undertakings, making a divestiture order or prohibiting closing if the Business Combination has not closed. If the Minister or

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the Canadian government intervened prior to closing by issuing a notice or making a review order, the closing of the Business Combination would be prohibited until final resolution by the Minister or the Canadian government. Any remedial order could reduce the anticipated benefits of the Business Combination, have a material adverse effect on the business of New Hillman or impact the value of the shares of common stock of New Hillman.

We are not registering the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis. If the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

We are not registering the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of common stock issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act or another exemption. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of common stock included in the units. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were initially offered by us in this offering. However, there may be instances in which holders of our public warrants may be unable to exercise such public warrants but holders of our private warrants may be able to exercise such private warrants.

If you exercise your public warrants on a “cashless basis,” you will receive fewer shares of common stock from such exercise than if you were to exercise such warrants for cash.

Under the following circumstances, the exercise of the public warrants may be required or permitted to be made on a cashless basis: (i) If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during

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any period when we shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption; (ii) if our common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement; and (iii) if we call the public warrants for redemption, our management will have the option to require all holders who wish to exercise warrants to do so on a cashless basis. In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants multiplied by the excess of the “fair market value” ​(as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer shares of common stock from such exercise than if you were to exercise such warrants for cash.

If the Business Combination does not qualify as a tax-free reorganization under Section 368(a) of the Code, Hillman Holdco stockholders may incur a substantially greater U.S. income tax liability as a result of the Business Combination.

The parties intend for the merger contemplated by the Merger Agreement to be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. If the merger qualifies for such treatment, Hillman Holdco stockholders generally will not recognize gain or loss upon their exchange of Hillman Holdco common stock for New Hillman Class A common stock. However, the obligations of Hillman Holdco, Landcadia and the Merger Sub to complete the merger are not conditioned on the receipt of opinions from Ropes & Gray LLP or White & Case LLP to the effect that the merger will qualify for such treatment, and the merger will occur even if it does not so qualify. Neither Hillman Holdco nor Landcadia has requested, or intends to request, a ruling from the U.S. Internal Revenue Service with respect to the U.S. federal income tax consequences of the merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position to the contrary. Accordingly, if the IRS or a court determines that the merger does not qualify as a reorganization under Section 368(a) of the Code and is therefore a fully taxable transaction for U.S. federal income tax purposes, Hillman Holdco stockholders generally would recognize taxable gain or loss on the merger consideration they receive in connection with the merger. For a more complete discussion of U.S. federal income tax consequences of the Business Combination, see the section titled “Certain United States Federal Income Tax Considerations.”

New Hillman’s certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings and the federal district courts as the sole and exclusive forum for other types of actions and proceedings, in each case, that may be initiated by New Hillman’s stockholders, which could limit New Hillman’s stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with New Hillman or New Hillman’s directors, officers or other employees.

If the Business Combination is consummated, New Hillman’s certificate of incorporation will provide that, unless New Hillman consents to the selection of an alternative forum, any (i) derivative action or proceeding brought on behalf of New Hillman; (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New Hillman to New Hillman or New Hillman’s stockholders; (iii) action asserting a claim against New Hillman or any director or officer arising pursuant to any provision of the DGCL or New Hillman’s certificate of incorporation or New Hillman’s bylaws; or (iv) action asserting a claim against New Hillman or any director or officer of New Hillman governed by the internal affairs doctrine, shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware. Subject to the foregoing, the federal district courts of the United States are the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action under the Securities Act. The exclusive forum provision does not apply to suits brought to enforce

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any liability or duty created by the Exchange Act. Any person or entity purchasing or otherwise acquiring an interest in any shares of New Hillman’s capital stock shall be deemed to have notice of and to have consented to the forum provisions in New Hillman’s certificate of incorporation. These choice-of-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that he, she or it believes to be favorable for disputes with New Hillman or New Hillman’s directors, officers or other employees, which may discourage such lawsuits. We note that there is uncertainty as to whether a court would enforce these provisions and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Alternatively, if a court were to find these provisions of New Hillman’s certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, New Hillman may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect New Hillman’s business, financial condition and results of operations and result in a diversion of the time and resources of New Hillman’s management and board of directors.

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INFORMATION ABOUT THE PARTIES TO THE BUSINESS COMBINATION

Landcadia

Landcadia is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information regarding Landcadia, see the section entitled “Other Information Related to Landcadia.”

Merger Sub

Merger Sub is a wholly-owned subsidiary of Landcadia formed solely for the purpose of effecting the Business Combination. Merger Sub was incorporated under the DGCL on January 19, 2021. Merger Sub owns no material assets and does not operate any business.

Hillman Holdco

HMAN Group Holdings Inc., and its wholly-owned subsidiaries (collectively, “Hillman”) are among the largest providers of hardware-related products and related merchandising services to retail markets in North America. Hillman Holdco’s principal business is operated through its wholly-owned subsidiary, The Hillman Group, Inc. and its wholly-owned subsidiaries. Hillman Group sells its products to hardware stores, home centers, mass merchants, pet supply stores, and other retail outlets principally in the United States, Canada, Mexico, Latin America, and the Caribbean. Product lines include thousands of small parts such as fasteners and related hardware items; threaded rod and metal shapes; keys, key duplication systems, and accessories; builder’s hardware; personal protective equipment, such as gloves and eye-wear; and identification items, such as tags and letters, numbers, and signs. Hillman Group supports product sales with services that include design and installation of merchandising systems, maintenance of appropriate in-store inventory levels, and break-fix for its robotics kiosks.

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THE SPECIAL MEETING

Overview

This proxy statement/prospectus is being provided to Landcadia Stockholders as part of a solicitation of proxies by the Landcadia Board for use at the Special Meeting to be convened on [•], 2021 and at any adjournments or postponements of such meeting. This proxy statement/prospectus is being furnished to Landcadia Stockholders on or about [•], 2021. In addition, this proxy statement/prospectus constitutes a prospectus for New Hillman in connection with the issuance by New Hillman of common stock to be delivered to Hillman Holdco’s stockholders in connection with the Business Combination.

Date, Time and Place of the Special Meeting

The Special Meeting will be a virtual meeting conducted exclusively via live webcast starting at [•] a.m., New York City time, on [•], 2021, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals. Stockholders may attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting [•] and entering your 12-digit control number, which is either included on the proxy card you received or obtained through Continental Stock Transfer & Trust Company. Because the special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

Proposals

At the Special Meeting, Landcadia Stockholders will vote upon:

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the Business Combination Proposal;

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the Charter Proposal;

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the Advisory Charter Proposals;

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the Stock Issuance Proposal;

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the Incentive Plan Proposal;

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the ESPP Proposal;

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the Director Election Proposal; and

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the Adjournment Proposal.

      LANDCADIA’S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE BUSINESS COMBINATION PROPOSAL AND THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING ARE IN THE BEST INTERESTS OF AND ADVISABLE TO THE LANDCADIA STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS DESCRIBED ABOVE.

Record Date; Outstanding Shares; Shares Entitled to Vote

Landcadia has fixed the close of business on [•], 2021 as the “record date” for determining Landcadia Stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on [•], 2021, there were [•] Landcadia Shares outstanding and entitled to vote. Each Landcadia Share is entitled to one vote per share at the Special Meeting.

Quorum

A quorum of Landcadia Stockholders is necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of Landcadia Shares are present in person (which would include presence at the virtual Special

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Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Vote Required and Landcadia Board Recommendation

The Business Combination Proposal

Landcadia Stockholders are being asked to consider and vote on a proposal to adopt the Merger Agreement and thereby approve the Business Combination. You should carefully read this proxy statement/​prospectus in its entirety for more detailed information concerning the Business Combination. In particular, your attention is directed to the full text of the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus.

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal. The Business Combination cannot be completed unless the Business Combination Proposal is adopted by the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Landcadia Stockholders of the Class A common stock and Landcadia Stockholders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law.

The Business Combination Proposal is a condition to the presentation of the other proposals and is conditioned on the approval of the other condition precedent proposals.

LANDCADIA’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.

The Charter Proposal

Approval of the Charter Proposal requires the affirmative vote of a majority of the outstanding Landcadia Shares, voting together as a single class. Abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

The Charter Proposal is conditioned on the approval of the other condition precedent proposals.

LANDCADIA’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE CHARTER PROPOSAL.

The Advisory Charter Proposals

Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

LANDCADIA’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY CHARTER PROPOSALS.

The Stock Issuance Proposal

Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

The Stock Issuance Proposal is conditioned on the approval of the other condition precedent proposals.

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LANDCADIA’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE STOCK ISSUANCE PROPOSAL.

The Incentive Plan Proposal

Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

The Incentive Plan Proposal is conditioned on the approval of the other condition precedent proposals.

LANDCADIA’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE INCENTIVE PLAN PROPOSAL.

The ESPP Proposal

Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal

The ESPP Proposal is conditioned on the approval of the condition precedent proposals.

LANDCADIA’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ESPP PROPOSAL.

The Director Election Proposal

The election of directors is decided by a plurality of the votes cast by the stockholders present in person (which would include presence at the virtual special meeting) or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors.

Failure to vote by proxy or to vote in person (which would include voting at the virtual special meeting), an abstention from voting, or a broker non-vote will have no effect on the election of directors.

The election of the director nominees in the Director Election Proposal is conditioned on the approval of the other condition precedent proposals.

LANDCADIA’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES TO THE BOARD OF DIRECTORS.

Adjournment Proposal

If the chairman of the Special Meeting does not adjourn the Special Meeting, Landcadia Stockholders may be asked to vote on a proposal to adjourn the Special Meeting, or any postponement thereof, to another time or place if necessary or appropriate (i) due to the absence of a quorum at the Special Meeting, (ii) to prevent a violation of applicable law, (iii) to provide to Landcadia Stockholders any supplement or amendment to this proxy statement/prospectus and/or (iv) to solicit additional proxies if Landcadia reasonably determines that it is advisable or necessary to do so in order to obtain Landcadia stockholder approval for the Merger Agreement and thereby approval of the Business Combination or the other condition precedent proposals.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

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LANDCADIA’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.

Voting Your Shares

Landcadia Stockholders may vote electronically at the Special Meeting by visiting [•] or by proxy. Landcadia recommends that you submit your proxy even if you plan to attend the Special Meeting. If you vote by proxy, you may change your vote by submitting a later dated proxy before the deadline or by voting electronically at the Special Meeting.

If your Landcadia Shares are owned directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, the “stockholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) stockholder.”

If you are a Landcadia Stockholder of record you may use the enclosed proxy card to tell the persons named as proxies how to vote your shares. If you properly complete, sign and date your proxy card, your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the meeting for which proxies have been properly submitted and not revoked. If you sign and return your proxy card but do not mark your card to tell the proxies how to vote, your shares will be voted “FOR” the proposals to adopt the Merger Agreement and the other proposals presented at the Special Meeting.

Your shares will be counted for purposes of determining a quorum if you vote:

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by submitting a properly executed proxy card or voting instruction form by mail; or

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electronically at the Special Meeting.

Abstentions will be counted for determining whether a quorum is present for the Special Meeting.

Voting instructions are printed on the proxy card or voting information form you received. Either method of submitting a proxy will enable your shares to be represented and voted at the Special Meeting.

Voting Shares Held in Street Name

If your Landcadia Shares are held in an account through a broker, bank or other nominee or intermediary, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/​prospectus. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your Landcadia Shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

If you do not provide voting instructions to your bank, broker or other nominee or intermediary, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. In these cases, the bank, broker or other nominee or intermediary will not be able to vote your shares on those matters for which specific authorization is required. Brokers do not generally have discretionary authority to vote on any of the proposals.

Broker non-votes are shares held by a broker, bank or other nominee or intermediary that are present or represented by proxy at the Special Meeting, but with respect to which the broker, bank or other nominee or intermediary is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not generally have voting power on such proposal. Because brokers, banks and other nominees or intermediaries do not generally have discretionary voting with respect to any of the proposals, if a beneficial owner of Landcadia Shares held in “street name” does not give voting instructions to the broker, bank or other nominee for any proposal, then those shares will not be present or represented by proxy at the Special Meeting.

Revoking Your Proxy

If you are a Landcadia Stockholder of record, you may revoke your proxy at any time before it is voted at the Special Meeting by:

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timely delivering a written revocation letter to the Corporate Secretary of Landcadia;

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signing and returning by mail a proxy card with a later date so that it is received prior to the Special Meeting; or

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attending the Special Meeting and voting electronically by visiting the website established for that purpose at [•] and entering the control number found on your proxy card, voting instruction form or notice you previously received. Attendance at the Special Meeting will not, in and of itself, revoke a proxy.

If you are a non-record (beneficial) Landcadia Stockholder, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

Share Ownership and Voting by Landcadia’s Officers and Directors

As of the record date, the Landcadia directors and officers and their affiliates had the right to vote 14,000,000 Landcadia Shares, representing approximately 22.4% of the Landcadia Shares then outstanding and entitled to vote at the meeting. Landcadia’s Sponsors, directors and members of the management team have entered into an amended and restated letter agreement with us to vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of each of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal, “FOR” the election of each of the director nominees to the board of directors and “FOR” the approval of the Adjournment Proposal.

Redemption Rights

Public stockholders may seek to redeem the public shares that they hold, regardless of whether they vote for or against the proposed Business Combination or do not vote at the Special Meeting. Any public stockholder may request redemption of their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the shares of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Landcadia’s Sponsors will not have redemption rights with respect to any Landcadia Shares owned by them, directly or indirectly.

You will be entitled to receive cash for any public shares to be redeemed only if you:

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(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

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prior to [•] p.m., New York City time, on [•], 2021, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the transfer agent that Landcadia redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost

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associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming public stockholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to stockholders for the return of their public shares.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct them to do so.

Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with Landcadia’s consent, until the Closing. Furthermore, if a holder of a public share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that Landcadia instruct the transfer agent to return the certificate (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus.

If the Business Combination is not approved or completed for any reason, then public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, Landcadia will promptly return any public shares previously delivered by public holders.

For illustrative purposes, based on the cash held in the Trust Account on January 22, 2021 of $500,086,473.96, the estimated per share redemption price would have been approximately $10.00 per public share. Prior to exercising redemption rights, public stockholders should verify the market price of Landcadia Shares as they may receive higher proceeds from the sale of their Landcadia Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Landcadia cannot assure its stockholders that they will be able to sell their Landcadia Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own those public shares. You will be entitled to receive cash for your public shares only if you properly exercise your right to redeem your public shares and deliver your Landcadia Shares (either physically or electronically) to the transfer agent, in each case prior to [•] p.m., New York City time, on [•], 2021, the deadline for submitting redemption requests, and the Business Combination is consummated.

Immediately following the Closing, New Hillman will pay public stockholders who properly exercised their redemption rights in respect of their public shares.

Appraisal Rights

Neither Landcadia Stockholders nor Landcadia warrant holders have appraisal rights in connection with the Business Combination under the DGCL.

Potential Purchases of Shares and/or Public Warrants

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Landcadia or its securities, Landcadia’s Sponsors, directors, officers, advisors and/or their affiliates, Hillman Holdco and/or its affiliates and the Stockholder Representative and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Landcadia Shares or vote their Landcadia Shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) Landcadia satisfies the Minimum Proceeds Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval

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of the Business Combination. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Sponsors for nominal value.

Costs of Solicitation

Landcadia will bear the cost of soliciting proxies from Landcadia Stockholders.

Landcadia will solicit proxies by mail. In addition, the directors, officers and employees of Landcadia may solicit proxies from Landcadia Stockholders by telephone, electronic communication, or in person, but will not receive any additional compensation for their services. Landcadia will make arrangements with brokerage houses and other custodians, nominees, and fiduciaries for forwarding proxy solicitation material to the beneficial owners of Landcadia Shares held of record by those persons and will reimburse them for their reasonable out-of-pocket expenses incurred in forwarding such proxy solicitation materials.

Landcadia has engaged a professional proxy solicitation firm, Morrow, to assist in soliciting proxies for the Special Meeting. Landcadia has agreed to pay Morrow a fee of $[•], plus disbursements. Landcadia will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Landcadia will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. Landcadia’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Other Business

Landcadia is not aware of any other business to be acted upon at the Special Meeting. If, however other matters are properly brought before the Special Meeting, the proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the Landcadia Board may recommend.

Attendance

Only Landcadia Stockholders on the record date or persons holding a written proxy for any stockholder or account of Landcadia as of the record date may attend the Special Meeting. The Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically. If you hold your Landcadia Shares in your name as a stockholder of record and you wish to attend the Special Meeting, please visit [•] and enter the control number found on your proxy card. If your Landcadia Shares are held in “street name” in a stock brokerage account or by a bank, broker or other holder of record and you wish to attend the Special Meeting, you must obtain a legal proxy from the bank, broker or other holder of record in order to vote your shares electronically at the Special Meeting.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Morrow, the proxy solicitation agent for Landcadia, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing [•].

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THE BUSINESS COMBINATION PROPOSAL

The Landcadia Stockholders are being asked to approve the Merger Agreement and the transactions contemplated thereby, including the Business Combination. All Landcadia Stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.

Landcadia may consummate the Business Combination only if all of the condition precedent proposals are approved by the Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon.

Structure of the Business Combination

Pursuant to the Merger Agreement, Merger Sub will merge with and into Hillman Holdco, with Hillman Holdco surviving the Business Combination. Upon consummation of the foregoing transactions, Hillman Holdco will be the wholly-owned subsidiary of New Hillman (formerly Landcadia). In addition, New Hillman (formerly Landcadia) will amend and restate its charter to be the Proposed Charter as described in the section of this proxy statement/prospectus titled “Description of New Hillman Securities.” It is intended that such merger be treated as a “reorganization” described in Section 368(a) of the Code and that the Merger Agreement be treated as a “plan of reorganization” for purposes of Section 368 of the Code.

Consideration to Hillman Stockholders

The aggregate value of the consideration paid in respect of Hillman Holdco is approximately $939,580,000, payable as Aggregate Consideration.

In accordance with the terms and subject to the conditions of the Merger Agreement, Landcadia has agreed to pay aggregate consideration in the form of New Hillman common stock (the “Aggregate Consideration”) calculated as described below and equal to a value of approximately (i) $911,300,000 plus (ii) $28,280,000, such amount being the value of 2,828,000 shares of Class B common stock valued at $10.00 per share that our sponsors, TJF, LLC (“TJF Sponsor”) and Jefferies Financial Group Inc. (“JFG Sponsor” and, together with TJF Sponsor, the “Sponsors”), have agreed to forfeit at the closing of the Business Combination (the “Closing”).

At the effective time of the Business Combination, all outstanding shares of common stock of Hillman Holdco will be cancelled in exchange for the right to receive, with respect to each such share, a certain number of shares of New Hillman common stock valued at $10.00 per share equal to (A) (i) the Aggregate Consideration plus (ii) the value that would be received by Hillman Holdco upon the exercise of all outstanding Hillman Holdco options as of immediately prior to the Closing, divided by (B) (i) the total number of shares of Hillman Holdco common stock outstanding as of immediately prior to the Closing plus (ii) the number of shares of Hillman Holdco common stock underlying all then outstanding Hillman Holdco options and shares of Hillman Holdco restricted stock outstanding as of immediately prior to the Closing. See also “Sources and Uses of Funds for the Business Combination” below for more information.

At the effective time of the Business Combination, the Aggregate Consideration will be issued to the then current holders of stock in Hillman Holdco in the form of Class A common stock of New Hillman. The Class A common stock of New Hillman that is required to be issued as merger consideration will be valued at $10.00 per share.

At the effective time, each outstanding Hillman Holdco Option, whether vested or unvested, will be assumed by New Hillman and will be converted into a New Hillman Option with substantially the same terms and conditions as applicable to the Hillman Holdco Option immediately prior to the effective time (including expiration date, vesting conditions and exercise provisions) except that (i) each such Hillman Holdco Option shall be exercisable for that number of shares of New Hillman common stock equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Hillman Holdco common stock subject to such Hillman Holdco Assumed Option immediately prior the effective time multiplied by (B) the Closing Stock Per Option Amount, (ii) the per share exercise price for each share of

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New Hillman common stock issuable upon exercise of the New Hillman Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Hillman Holdco subject to such Hillman Holdco Option immediately prior to the effective time by (B) the Closing Stock Per Option Amount; (iii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may appropriately adjust the performance conditions applicable to certain of the New Hillman Options; and (iv) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Options as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Options and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan;

At the effective time, each share of unvested restricted Hillman Holdco common stock will be cancelled and converted into the right to receive a number of shares of New Hillman Restricted Stock equal to the Closing Stock Per Restricted Share Amount with substantially the same terms and conditions as were applicable to the related share of Hillman Holdco Restricted Stock immediately prior to the effective time (including with respect to vesting and termination-related provisions), except that (i) any per-share repurchase price of such New Hillman Restricted Stock shall be equal to the quotient obtained by dividing (A) the per-share repurchase price applicable to the Hillman Holdco Restricted Stock, by (B) the Closing Stock Per Restricted Share Amount, rounded up to the nearest cent and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Restricted Stock as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Restricted Stock and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

At the effective time, each Hillman Holdco restricted stock unit will be assumed by New Hillman and converted into a New Hillman RSU with substantially the same terms and conditions as were applicable to such Hillman Holdco RSU immediately prior to the Effective Time (including with respect to vesting and termination-related provisions), except that (i) each New Hillman RSU shall represent the right to receive (subject to vesting) that number of shares of New Hillman common stock equal to the product (rounded up to the nearest whole number) of (A) the number of shares of Hillman Holdco Common Stock underlying the Hillman Holdco RSU immediately prior to the effective time, multiplied by (B) the Hillman Holdco RSU Exchange Ratio; and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman RSUs as it may determine in good faith are appropriate to effectuate the administration of the New Hillman RSUs and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

In addition, pursuant to the A&R Letter Agreement, Landcadia’s Sponsors will, at the Closing of the Business Combination, forfeit a total of 3,828,000 of their shares of Landcadia Class B common stock with 2,828,000 shares being forfeited by the Sponsors on a basis pro rata with their ownership of Landcadia and 1,000,000 additional shares being forfeited by the TJF Sponsor.

No Fractional Shares

No fraction of a share of New Hillman common stock will be issued by virtue of the Business Combination, and each Hillman Holdco stockholder who would otherwise be entitled to a fraction of a share of New Hillman common stock (after aggregating all fractional shares of New Hillman common stock that otherwise would be received by such Hillman Holdco stockholder) shall receive from New Hillman, in lieu of such fractional share (i) one share of New Hillman common stock if the aggregate amount of fractional shares of New Hillman common stock such Hillman Holdco stockholder would otherwise be entitled to is equal to or exceeds 0.50; or (ii) no shares of New Hillman common stock if the aggregate amount of fractional shares of New Hillman common stock such Hillman Holdco stockholder would otherwise be entitled to is less than 0.50.

The Private Placement

Landcadia entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, Landcadia agreed to issue and sell in private placements an aggregate of 37,500,000

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shares of Landcadia Class A common stock to the PIPE Investors, including 2,500,000 shares of Landcadia Class A common stock to be purchased by JFG Sponsor, for $10.00 per share.

The Private Placement investment is expected to close substantially concurrently with the Closing. In connection with the Closing, all of the issued and outstanding shares of Landcadia Class A common stock, including the shares of Landcadia Class A common stock issued to the PIPE Investors, will be exchanged, on a one-for-one basis, for shares of New Hillman common stock.

Background of the Business Combination

The terms of the Business Combination are the result of negotiations between the representatives of Landcadia and Hillman Holdco. The following is a brief description of the background of these negotiations and the resulting Business Combination.

Landcadia is a blank check company incorporated in Delaware and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Our intention was to capitalize on the substantial deal sourcing, investing and operating expertise of our management team to identify and combine with one or more businesses with high growth potential.

On March 13, 2018, JFG Sponsor, through a subsidiary, purchased 100% of the membership interests in Landcadia for $1,000. On August 24, 2020, TJF Sponsor purchased a 51.7% membership interest in Landcadia for $1,070. Simultaneously we converted the Company from a limited liability company to a corporation and issued stock in exchange for outstanding membership interests. The Sponsors were issued 11,500,000 Class B shares based on the proportional interest in the Company. Further, on September 16, 2020, we effected a 1:1.25 stock split of the founder shares so that a total of 14,375,000 founder shares were issued and outstanding. Subsequently on November 22, 2020 the Sponsors forfeited an aggregate of 1,875,000 shares of Class B common stock because the underwriters did not exercise their over-allotment option. As of the date of this prospectus, the Sponsors own an aggregate of 12,500,000 shares of Class B common stock.

On October 14, 2020, we consummated our IPO. Simultaneously with the closing of the IPO, our Sponsors purchased an aggregate of 8,000,000 private placement warrants in connection with Landcadia’s initial public offering, at a price of $1.50 per warrant, or $12,000,000 in the aggregate. Each private placement warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Business Combination.

Prior to the consummation of our IPO, neither Landcadia, nor anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with Landcadia.

After our IPO, our officers and directors commenced an active search for prospective businesses or assets to acquire in our initial business combination. Representatives of Landcadia were contacted by, and representatives of Landcadia contacted, numerous individuals, financial advisors and other entities who offered to present ideas for business combination opportunities. Our officers and directors and their affiliates also brought to our attention target business candidates.

During this search process, Landcadia reviewed several business combination opportunities. Hillman Holdco was the first potential target with whom Landcadia entered into substantive discussions.

In June 2014, affiliates of CCMP Capital Advisors, LP (“CCMP”) acquired control of Hillman Holdco. CCMP owns approximately 79% of the voting securities of Hillman Holdco and has the right to designate a majority of the directors to the Hillman Holdco board of directors. The current board of directors of Hillman Holdco is comprised of nine directors, including Richard Zannino, Joseph Scharfenberger and Kristin Steen, who are each Managing Directors of CCMP.

Hillman Holdco engaged Jefferies on June 15, 2019 and Barclays Capital Inc. (“Barclays”) on June 24, 2019, to review strategic alternatives, including a sale of control of Hillman. As part of such review,

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representatives of Hillman Holdco and Jefferies discussed the possibility of pursuing a SPAC transaction. In September 2020, Barclays and Jefferies, on behalf of Hillman Holdco, commenced a comprehensive auction process seeking interest in acquiring control of Hillman Holdco. As part of this process, Barclays and Jefferies reached out to approximately 20 parties. Hillman Holdco, through Barclays and Jefferies, received first round indications of interest on October 19, 2020 from multiple parties. As part of the ongoing discussions with representatives of Hillman Holdco regarding the prospect of combining Hillman Holdco with a SPAC, in late October, representatives of Jefferies introduced representatives of Landcadia to representatives of Hillman Holdco.

On November 2, 2020, representatives of Hillman Holdco requested and Jefferies prepared an illustrative SPAC analysis and financial model for the potential business combination between Landcadia and Hillman Holdco based on various potential valuations and transaction structures. Jefferies prepared a series of illustrative analyses between November 3, 2020 and November 6, 2020.

On November 5, 2020, representatives of Hillman Holdco requested that Jefferies send Tilman Fertitta, Richard Handler and Steven Scheinthal, the Chief Executive Officer and Co-Chairman, President and Co-Chairman and Vice President, General Counsel and Secretary of Landcadia, respectively, the illustrative SPAC analysis outlining an illustrative valuation for Hillman at a multiple of 12.7x 2021E EBITDA to the market.

On November 6, 2020, members of Landcadia’s management team, including Messrs. Fertitta and Scheinthal, Rick Liem and Nick Daraviras, conducted a high-level introductory call with representatives of Hillman, including Messrs. Cahill and Kraft. Representatives from CCMP, Jefferies and Barclays were also on the call. During the call, the parties discussed a revised valuation for Hillman of 12.0x 2021E EBITDA to the market, which reflected Landcadia’s view that investor demand would be enhanced for both the Private Placement and Landcadia Class A common stock at a lower valuation; further widening the valuation discount to Hillman’s publicly traded peers. Following the call it was agreed that the companies would proceed with negotiations and Landcadia began performing business due diligence on Hillman. Representatives of JFG Sponsor assisted Landcadia in performing due diligence on Hillman.

On November 9, 2020, Mr. Handler and Nick Daraviras of Landcadia and representatives from Jefferies and JFG Sponsor participated in a follow-up call with representatives of Hillman, including Doug Cahill, Rocky Kraft, Joe Scharfenberger, Kristin Steen and Rich Zannino, and representatives from Barclays, at which the parties again discussed high-level introductory matters, largely for the benefit of certain representatives of Landcadia who did not participate in the November 6 call.

On November 11, 2020, Landcadia held a call with Jefferies to discuss an overview of the business combination process and the next steps required for conducting initial business due diligence on Hillman.

On November 12, 2020, Landcadia and Hillman Holdco entered into a confidentiality agreement, which was sent by Barclays to Landcadia on November 9, 2020 and subsequently negotiated by Landcadia with Hillman and its outside counsel, Ropes & Gray LLP (“Ropes and Gray”). Later that day, Landcadia’s management team received a more detailed management presentation from Hillman.

On November 15, 2020, Landcadia’s management team prepared a draft letter of intent (“LOI”) outlining certain proposed terms for the potential business combination, including an enterprise value for Hillman Holdco of approximately $2.688 billion, which was equivalent to a multiple of 12.0x 2021E EBITDA to the market, and which included $500 million in cash from the Trust Account, $500 million from a proposed private placement, $965 million in rollover equity, $805 million in new debt, $15 million in cash from the combined company’s balance sheet and $125 million in founder shares. The LOI also provided that $50 million of cash would remain on the balance sheet after the closing for working capital purposes and that $150 million of the merger consideration would be paid in cash and the remaining portion would be paid to the Hillman Holdco stockholders in shares of Landcadia Class A common stock, valued at $10.00 per share. Landcadia sent the initial draft to its outside counsel, White & Case LLP (“White & Case”) for their review.

On November 16, 2020, White & Case, on behalf of Landcadia, sent the draft LOI to Hillman and Ropes & Gray.

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Between November 16, 2020 and November 23, 2020, Landcadia, Hillman and their respective counsels negotiated the terms of the LOI.

On November 17, 2020, Landcadia requested and Jefferies provided a proposed transaction timeline that was shared with Hillman and its representatives.

On November 18, 2020, members of Hillman’s management team, including Doug Cahill, Rocky Kraft, Jon Michael Adinolfi, Kim Corbitt and Randy Fagundo, delivered an in-depth management presentation via videoconference to Tilman Fertitta, Steven Scheinthal, Rick Liem and Nick Daraviras from Landcadia. The presentation provided a comprehensive overview of Hillman’s business, from which additional due diligence items were identified by Landcadia to be addressed in subsequent meetings. Representatives from JFG Sponsor, Jefferies and CCMP were also in attendance.

On November 23, 2020, members of Hillman’s management presented a detailed financial forecast model to members of Landcadia’s management, at Landcadia’s request. Also in attendance were representatives from CCMP, JFG Sponsor, Jefferies and Barclays. See the section entitled “— Certain Projected Financial Information” below for a further discussion of such financial forecast. Later that day, Landcadia and Hillman signed the LOI that had been negotiated as described above, which included a proposed enterprise value for Hillman of approximately $2.688 billion (which was equivalent to a multiple of 12.0x 2021E EBITDA to the market), with aggregate merger consideration of $1.144 billion to be paid in cash and shares of Landcadia Class A common stock. The LOI provided that Landcadia would, concurrently with the signing of the Merger Agreement, enter into customary and binding subscription agreements for $500 million of Class A common stock to be issued in a private placement and debt commitment letters to provide debt financing in an aggregate amount up to $1.333 billion. The proceeds of the Trust Account, the private placement and the debt financing would be used to provide for cash consideration of $150 million, reduce Hillman’s existing long term debt so that it would not exceed $833 million, and provide $50 million of cash for the combined company’s balance sheet at closing, with any additional funding to decease long term debt to $800 million and then increase the cash consideration. The portion of the merger consideration not paid in cash would be paid to the Hillman Holdco stockholders in shares of Landcadia’s Class A common stock, valued at $10.00 per share. In addition, JFG Sponsor and TJF Sponsor agreed to forfeit an aggregate of 2,828,000 founder shares at Closing, with an equal number of shares of New Hillman common stock to be issued to certain stockholders specified by the board of directors of Hillman Holdco as additional consideration. The LOI further provided that Landcadia would have the right to appoint two directors to New Hillman’s board of directors at Closing and Hillman and Landcadia would mutually agree on the other director appointees.

On November 23, 2020, Landcadia, Hillman and their respective legal advisors from Ropes & Gray and White & Case held a conference call to discuss the proposed terms of the Merger Agreement and the preparation of the other transaction documentation.

On November 26, 2020, Jefferies and Barclays began confidential discussions with potential investors relating to the private placement (“PIPE”). Landcadia, Hillman and representatives of Jefferies and Barclays worked together to prepare a PIPE marketing presentation.

On November 30, 2020, Landcadia requested that White & Case commence legal due diligence and prepare a definitive merger agreement. Access was granted to a data room that had been set up to facilitate legal diligence and business diligence.

On December 4, 2020, representatives of Landcadia, Hillman, Jefferies and Barclays commenced a series of conference calls and follow-up calls with prospective PIPE investors. These calls continued through January 20, 2021.

On December 14, 2020, Landcadia, Hillman and their respective legal advisors held a conference call to discuss the proxy and registration statement on Form S-4 and the status of the other transaction documentation.

On December 17, 2020, the management team of Landcadia and representatives of Hillman held a due diligence call to discuss the details and assumptions that Hillman used in developing its operating model and financial projections for each of its business segments. Also on the call, certain third-party advisors to

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Landcadia discussed financial due diligence that had been conducted. Representatives from Jefferies were also in attendance. See the section entitled “— Certain Projected Financial Information” below for a further discussion of such financial projections.

Also on December 17, 2020, Hillman and Jefferies executed a letter agreement reinstating their agreement that Jefferies act as Hillman’s financial advisor in a possible transaction. In connection with the reinstatement, Hillman acknowledged and waived certain conflicts of interests that Jefferies had relating to the proposed business combination with Landcadia, including the fact that JFG Sponsor, Jefferies’ ultimate parent, is a stockholder and one of the Sponsors of Landcadia.

On December 18, 2020, representatives of Landcadia and representatives of Hillman held a series of discussions to conduct due diligence relating to Hillman’s competitive landscape, industry background, company positioning and supplier and customer dynamics. Representatives from Jefferies and White & Case were also in attendance.

On December 30, 2020, Landcadia instructed Jefferies to prepare, and Jefferies provided, an updated proposed transaction structure and valuation for Hillman, including $500 million in cash from the Trust Account, $500 million from a PIPE, $996 million rollover equity, $845 million in new debt, $15 million in cash from the balance sheet, and $125 million in founder shares.

On December 31, 2020, White & Case, on behalf of Landcadia, distributed a draft merger agreement to Hillman and Ropes & Gray. Between January 7, 2021 and January 24, 2021, representatives of Landcadia, JFG Sponsor, Hillman, White & Case and Ropes & Gray negotiated the terms of the definitive Merger Agreement and the related documents contemplated thereby, including the disclosure schedules, the A&R Letter Agreement to be entered into by the Sponsors and certain other parties and the voting and support agreements to be entered into by the Hillman Holdco supporting stockholders, and representatives of Landcadia, Hillman, White & Case and Ropes & Gray, together with representatives of JFG Sponsor, Jefferies and Barclays negotiated the terms of the Subscription Agreements for the Private Placement with representatives of the PIPE Investors. During the course of the negotiations it was decided, among other things, that Hillman would enter into the commitment letters relating to the debt financing instead of Landcadia.

On January 13, 2021, as a result of discussions with, and feedback from, potential investors during the PIPE marketing process, representatives of Landcadia and Jefferies and Hillman agreed to reduce the acquisition multiple to 11.0x estimated 2021 EBITDA to the market, or approximately $2.6 billion, reduce the size of the Private Placement to $350 million, and that JFG Sponsor would acquire $25 million of Landcadia Class A common stock in the Private Placement. In addition, it was determined that at this revised valuation, the stockholders of Hillman Holdco would not sell any of their Hillman Holdco shares for cash consideration. Representatives from Landcadia, Jefferies and Hillman believed this lower valuation would significantly increase demand for both the Private Placement and the shares of Landcadia Class A common stock as it represented stronger relative value compared to Hillman’s publicly traded peers. In addition, the parties agreed that TJF Sponsor would forfeit an additional 1,000,000 founder shares at Closing.

On January 21, 2021, certain third-party advisors to Landcadia discussed the results of tax diligence that had been conducted. Representatives from Hillman and Jefferies were also in attendance. Later on the same day, Hillman arranged for a series of calls for representatives of JFG Sponsor to ask due diligence questions and engage with key suppliers of Hillman’s products.

On January 22, 2021, Hillman arranged for a series of calls for representatives of JFG Sponsor to ask due diligence questions and engage with certain of Hillman’s key customers.

Later on January 22, 2021, at Landcadia’s direction, Jefferies and Barclays closed the Private Placement book to new orders; PIPE Investors, including JFG Sponsor, began providing their signature pages to the Subscription Agreements in escrow. As a result of the demand received by PIPE Investors for participation in the Private Placement, Landcadia, Hillman, Jefferies and Barclays decided to increase the Private Placement from $350 million to $375 million. Later that evening, representatives from Landcadia and Hillman agreed to a timeline whereby they would sign the Merger Agreement before the market opening on January 25, 2021, announce the transaction and host an investor call later in the morning of January 25, 2021.

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On January 24, 2021, Landcadia’s Board held a special board meeting via video conference to discuss the business combination, commitments and support from existing stockholders and prospective PIPE Investors and the terms of the definitive agreements. Prior to the special board meeting, the members of Landcadia’s Board were made aware of certain conflicts of interest that Jefferies and Mr. Handler had relating to the potential transaction with Hillman. Mr. Handler did not attend the special board meeting, but advised Mr. Scheinthal prior to the meeting that he approved the proposed transaction. A representative from Jefferies briefed the Landcadia Board on the terms of the Merger Agreement and discussed the status of the Private Placement. A representative from JFG Sponsor briefed the Landcadia Board on the findings of the financial and business due diligence. A representative from White & Case briefed the Landcadia Board on the findings of legal due diligence. Following the discussions, the Board unanimously voted in favor of approving the Merger Agreement, the Subscription Agreements and the transactions contemplated thereby. In approving the transactions, the Landcadia Board determined that the aggregate fair market value of the proposed Business Combination was at least 80% of the assets held in the trust account. Also on January 24, 2021, Jefferies provided a disclosure letter to Hillman, pursuant to which Hillman again acknowledged and waived certain conflicts of interests that Jefferies had relating to the proposed business combination with Landcadia, including the fact that JFG Sponsor, Jefferies’ ultimate parent, is a stockholder and one of the Sponsors of Landcadia.

Later on January 24, 2021, the parties entered into the Merger Agreement and related agreements, including the A&R Letter Agreement signed by the Sponsors and certain other parties and the voting and support agreements signed by the Hillman Holdco supporting stockholders, and Landcadia entered into the Subscription Agreements for the Private Placement with the PIPE Investors, including a Subscription Agreement with JFG Sponsor, pursuant to which it agreed to purchase 2,500,000 shares of Landcadia Class A common stock for $25 million. On January 25, 2021, Landcadia and Hillman issued a press release announcing the Business Combination and each filed a Current Report on Form 8-K with the SEC including the press release and an investor presentation to be used in meetings with current and potential investors. Later on January 25, 2021, the parties hosted an investor call.

Landcadia’s Board of Directors’ Reasons for the Approval of the Business Combination

On January 24, 2021, our Board unanimously (i) approved the signing of the Merger Agreement and the transactions contemplated thereby and (ii) directed that the Merger Agreement, related transaction documentation and other proposals necessary to consummate the Business Combination be submitted to our stockholders for approval and adoption, and recommended that our stockholders approve and adopt the Merger Agreement, related transaction documentation and such other proposals. Before reaching its decision, our board of directors reviewed the results of management’s due diligence, which included:

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extensive meetings (virtually and in person) and calls with Hillman’s management team and representatives regarding operations, company services, major customers, financial prospects, the pipeline of potential new products and services and possible acquisitions, among other customary due diligence matters;

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review of Hillman’s material business contracts and certain other legal and commercial diligence;

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regulatory review of Hillman’s model on a state-by-state basis and review of certain international regions;

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financial and accounting diligence; and

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creation of a financial model in conjunction with management of Hillman and CCMP.

Our board of directors considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the Landcadia board of directors did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Different individual members of our board of directors may have given different weight to different factors in their evaluation of the Business Combination.

In the prospectus for our IPO, we identified the following general criteria and guidelines that we believed would be important in evaluating prospective target businesses, although we indicated we may enter into a business combination with a target business that does not meet these criteria and guidelines.

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Business models that are differentiated from or disruptive to entrenched competitors.   We believe that given our management team’s operational and investment experience in the consumer, dining, entertainment and gaming industries we are well-positioned to identify businesses in these industries whose operating models create strong value for their customers by improving customer experiences including utilizing technology to enhance convenience, speed, personalization or other similar factors. Such companies may benefit from our management team’s extensive operational experience and relationships in these industries to assist in further expanding the company’s operations and growth prospects.

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Opportunities for organic growth and add-on acquisitions.   We will seek targets that we believe we can grow, both organically and through acquisitions. We intend to leverage the industry experience and financial acumen of our management team to identify additional operational improvement opportunities for the target business. In addition, we believe that we can utilize our sponsors’ extensive networks to source proprietary opportunities and execute transactions that will help the business or businesses we acquire grow through further acquisitions, if appropriate or beneficial.

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Underperforming potential peak operational and/or financial performance capabilities.   We believe that given our management team’s experience with value-oriented investing, we are well-positioned to identify targets where additional capital investment and effective sponsorship can result in improvements in operational and/or financial performance.

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Offers a value proposition that is not fully recognized by the market.   We will analyze potential business combination targets with a goal of uncovering value that has not been fully recognized and would allow us to invest at prices that we believe to be below intrinsic value.

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History of, or potential for, free cash flow generation.   We will seek one or more businesses or assets that have a history of, or potential for, strong, stable free cash flow generation, with predictable and recurring revenue streams.

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Experienced and motivated management team.   We will seek one or more businesses or assets that have strong, experienced management teams or those that provide a platform for us to assemble a strong effective and experienced management team. We will focus on management teams with a proven track record of driving revenue growth, enhancing profitability and creating value for their stockholders.

These illustrative criteria were not intended to be exhaustive. We stated in the IPO prospectus that any evaluation relating to the merits of a particular initial business combination would be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decided to enter into a business combination with a target business that does not meet the above criteria and guidelines, we indicated that would disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination.

In considering the Business Combination, Landcadia’s Board concluded that Hillman met all the above criteria. In particular, the Board considered the following positive factors, although not weighted or in any order of significance:

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Business models that are differentiated from or disruptive to entrenched competitors.   Hillman is the leading specialty distributor of hardware to winning retailers. Hillman has a durable, entrenched business model with significant moat around it, as evidenced by its ability to manage over 112,000 SKUs for its retail partners across 42,000 locations. Hillman also has over 1,100 person in-store sales and service teams that provide unmatched product and category management for its retail partners.

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Opportunities for organic growth and add-on acquisitions.   Hillman has an excellent track record of strong financial performance, with 55 years of sales growth out of the last 56 years. Over the past 20 years, Hillman has produced a 6% organic sales CAGR. We believe there are favorable demographic tailwinds that support continued growth going forward.

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Underperforming potential peak operational and/or financial performance capabilities.   While Hillman achieved record preliminary results for 2020E Revenue and Adjusted EBITDA, we believe

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the business has not achieved peak performance and will continue its impressive track record of growth. Record 2020E results were driven by the Hardware, Protective Solutions and Canada segments growing combined Adjusted EBITDA by 50% year-over-year, overcoming COVID-19 related weakness in the Robotics & Digital Solutions segment where Adjusted EBITDA declined 16%. The business is poised to achieve new peaks if it can continue to drive performance in the Hardware and Protective Solutions segments while recovering and driving growth in the Robotics & Digital Solutions business as customers become comfortable with the physical interactions required to copy keys and as new organic growth initiatives are rolled out.

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Offers a value proposition that is not fully recognized by the market.   We believe Hillman’s business and the proposed transaction valuation compare favorably across all categories when compared to similar publicly traded distributors. Hillman’s historical sales and EBITDA growth rates exceed its peers while its margin profile is near the top of its peer group. We have determined that Hillman’s closest publicly traded peers are Ferguson PLC (LON: FERG), W. W. Grainger, Inc. (NYSE: GWW), HD Supply Holdings, Inc., Watsco, Inc. (NYSE: WSO), Fastenal Company (Nasdaq: FAST), Pool Corporation (Nasdaq: POOL), and SiteOne Landscape Supply Inc. (NYSE: SITE). This set of peers currently trades at a median EBITDA multiple of 20.2x as of January 22, 2021. As such, we believe the proposed transaction, which valued Hillman at 11.0x forecasted 2021 EBITDA multiple, represents a superior value proposition for the Company’s stockholders.

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History of, or potential for, free cash flow generation.   Despite maintaining high leverage levels, currently at 7.0x total net debt / 2020 Adjusted EBITDA, Hillman continues to generate strong free cash flows. Hillman’s management team has historically operated a business model focused on positive free cash flow generation. We believe the proposed transaction, which would reduce total net leverage to 3.6x 2020 Adjusted EBITDA, will enhance Hillman’s ability to generate an even stronger free cash flow profile in the future. We believe this will increase Hillman’s optionality to deploy capital to its business.

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Experienced and motivated management team.   Hillman is led by a seasoned team of industry experts that have demonstrated success over a long period of time. Hillman’s management team has operated with excellence throughout business cycles, most notably during the 2008 Financial Crisis and the COVID-19 pandemic. Both Doug Cahill and Rocky Kraft have previous executive experience at large public companies and Hillman is currently a public SEC filer. We believe management is well-positioned to run a public company.

Although Landcadia’s Board did not seek a third-party valuation, and did not receive any report, valuation or opinion from any third party in connection with the Business Combination, the board of directors relied on the following sources (i) due diligence on Hillman’s business operations; (ii) Landcadia management’s collective experience in public markets transactions in constructing and evaluating financial models/projections and conducting valuations of businesses and (iii) industry expertise and knowledge from its advisors, including Jefferies. The Board concluded that the $2.688 billion valuation of Hillman is fair and reasonable, given the growth prospects, potential industry consolidation and other compelling aspects of the transaction.

The Board also gave consideration to the following negative factors (which are more fully described in the “Risk Factors” section of this proxy statement/prospectus), although not weighted or in any order of significance:

The risk that our public stockholders would vote against the Business Combination proposal or exercise their redemption rights.

The Board considered the risk that some of the current public stockholders would vote against the Business Combination proposal or decide to exercise their redemption rights, thereby depleting the amount of cash available in the trust account to an amount below the minimum required to consummate the Business Combination. The board concluded, however, that this risk was substantially mitigated because Landcadia will have secured commitments equal to $375 million, or approximately 58.7% of the minimum proceeds necessary for closing. Further, the fact that public stockholders may vote for the Business Combination proposal while also exercising their redemption rights mitigates against any incentive a public

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stockholder might have to vote against the Business Combination proposal, especially to the extent that they hold public warrants which would be worthless if the Business Combination is not completed.

Our management and directors may have different interests in the Business Combination than the public stockholders.

The Board also considered the fact that members of our management and board of directors may have interests that are different from, or are in addition to, the interests of our stockholders generally, including the matters described under “— Interests of Landcadia’s Directors and Officers and Others in the Business Combination” below. However, our board of directors concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the initial public offering prospectus and (ii) these disparate interests would exist or may be even greater with respect to a business combination with another target company.

Certain Projected Financial Information

In connection with its consideration of the potential business combination, Landcadia’s Board were provided with the projections set forth below prepared by management of Hillman (collectively, the “Projections”).

The Projections are included in this proxy statement/prospectus solely to provide Landcadia’s stockholders access to information made available in connection with the Landcadia Board’s consideration of the proposed business combination. The Projections should not be viewed as public guidance. Furthermore, the Projections do not take into account any circumstances or events occurring after the date on which the Projections were prepared, which was December 15, 2020.

The Projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the SEC or the American Institute of Certified Public Accountants with respect to prospective financial information. The Projections have not been audited. Neither the independent registered public accounting firms of Hillman Holdco nor Landcadia or any other independent accountants, have compiled, examined or performed any procedures with respect to the Projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or their achievability, and the independent accounting firms of Hillman Holdco and Landcadia assume no responsibility for, and disclaim any association with, the Projections, as further described in the “Cautionary Note Regarding Forward-Looking Statements” on page 6.

The Projections were prepared in good faith by Hillman management based on their reasonable estimates and assumptions with respect to the expected future financial performance of Hillman at the time the Projections were prepared and speak only as of that time.

While presented with numerical specificity, the Projections are forward-looking and reflect numerous estimates and assumptions including, but not limited to, future industry performance under various industry scenarios as well as assumptions for competition, general business, economic, market and financial conditions and matters specific to the businesses of Hillman, all of which are difficult to predict and many of which are beyond the preparing parties’ control including, among other things, the matters described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

The Projections were prepared solely for internal use to assist Landcadia in its evaluation of Hillman and the business combination. Hillman Holdco has not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including Landcadia. Neither Hillman Holdco’s management nor any of its respective representatives has made or makes any representations to any person regarding the ultimate performance of Hillman relative to the Projections. The Projections are not fact. The Projections are not a guarantee of actual future performance. The future financial results of Hillman may differ materially from those expressed in the Projections due to factors beyond either of their ability to control or predict.

The Projections are not included in this proxy statement/prospectus in order to induce any Landcadia stockholders to vote in favor of any of the proposals at the special meeting.

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We encourage you to review the financial statements of Hillman Holdco included in this proxy statement/ prospectus, as well as the financial information in the sections entitled “Selected Historical Consolidated Financial Information of Hillman Holdco”, and “Unaudited Pro Forma Combined Financial Information” in this proxy statement/prospectus and to not rely on any single financial measure.

Neither Landcadia nor Hillman Holdco or any of their respective affiliates intends to, and, except to the extent required by applicable law, each of them expressly disclaims any obligation to, update, revise or correct the Projections to reflect circumstances existing or arising after the date such Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error or any of the Projections otherwise would not be realized.

(US$ in millions)	2020E(1)			2021P(2)			2022P(3)
Net Revenue	​	$	1,368	​	$	1,440	​	$	1,500
Adjusted EBITDA(4)	​	$	221	​	$	240	​	$	260

(1)

2020E represents preliminary year-end results for the 2020 fiscal year.

(2)

2021P represents approximate projected results for the 2021 fiscal year.

(3)

2022P represents approximate projected results for the 2022 fiscal year.

(4)

Adjusted EBITDA is a non-GAAP measure. EBITDA is defined as net income plus tax expense, interest expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA, excluding non-recurring expenses.

Hillman management also projected long-range (5-year) growth targets of 6% sales CAGR and 10% Adjusted EBITDA CAGR on an organic basis, and 10% sales CAGR and 15% Adjusted EBITDA CAGR on a total basis including continued strategic M&A.

Regulatory Approvals

The Business Combination is subject to the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act.

Satisfaction of 80% Test

After consideration of the factors identified and discussed in the section entitled “The Business Combination Proposal — Landcadia’s Board of Directors Reasons for the Approval of the Business Combination,” Landcadia’s Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for its initial public offering with respect to Landcadia’s initial business combination, including that the Business Combination had a fair market value of at least 80% of the balance of the funds in the Trust Account at the time of execution of the Merger Agreement.

Interests of Landcadia’s Directors and Officers in the Business Combination

In considering the recommendation of our board of directors in favor of approval of the Business Combination Proposal, it should be noted that our directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a Landcadia Stockholder. These interests include, among other things:

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Our Sponsors will lose their entire investment in us if we do not complete a business combination by October 14, 2022. If we are unable to complete our initial business combination by October 14, 2022, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, liquidate and dissolve, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by October 14, 2022.

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•

Our Sponsors purchased their 12,500,000 founder shares prior to our initial public offering for an aggregate purchase price of $2,070. Upon the Closing, such founder shares will be converted into 8,672,000 shares of New Hillman common stock after giving effect to the forfeiture of an aggregate of 3,828,000 founder shares by our Sponsors pursuant to the A&R Letter Agreement and such shares will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would have an aggregate market value of approximately $92.5 million based upon the closing price of $10.67 per public share on Nasdaq on February 2, 2021, but, given the restrictions on such shares, we believe such shares have less value.

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Simultaneously with the closing of our initial public offering, we consummated the sale of 8,000,000 private placement warrants at a price of $1.50 per warrant in a private placement to our Sponsors. The warrants are each exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on October 14, 2020, for one share of New Hillman common stock at $11.50 per share. If we do not consummate a business combination transaction by October 14, 2022, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our Sponsor will be worthless. The warrants held by our Sponsors had an aggregate market value of approximately $13.4 million based upon the closing price of $1.67 per warrant on Nasdaq on February 2, 2021.

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Our Sponsors and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if Landcadia fails to complete a business combination by October 14, 2022.

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In order to protect the amounts held in the Trust Account, the Sponsors have agreed that they will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.

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In connection with the Closing, our Sponsors would be entitled to the repayment of any working capital loan and advances that have been made to Landcadia and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsors have not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

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Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

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Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsors, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by Landcadia from time to time, made by our Sponsors or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination.

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Richard Handler, our Co-Chairman and President, is also the Chief Executive Officer and director of JFG Sponsor and chairman of the board of directors, Chief Executive Officer and President of JFG Sponsor’s largest subsidiary, Jefferies Group and its largest subsidiary, Jefferies, which, along with its affiliates, own approximately 12% of the outstanding common stock of the Company. Jefferies will be entitled to receive deferred underwriting commission, placement agent fees and capital markets advisory fees from Landcadia upon completion of the Business Combination. In addition, upon closing of the Business Combination, Jefferies will receive M&A advisory fees and financing fees from Hillman. Jefferies Finance, a subsidiary of JFG Sponsor, serves as administrative agent and collateral agent on Hillman Holdco's existing senior credit facilities that are expected to be refinanced

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in connection with the Closing and is expected to be joint lead arranger, joint lead bookrunner and one of the lenders, and sole administrative agent and sole collateral agent, in New Hillman's first lien term loan facility that is being entered into in connection with the Closing, and expects to receive fees in connection with such role.

In addition, Barclays will be entitled to receive placement agent fees of $2.8 million from Landcadia upon the completion of the Business Combination. Also upon the Closing, Barclays will receive M&A advisory fees and capital markets advisory fees, together in an aggregate amount of $20.3 million, and financing fees of $3.3 million from Hillman.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the transactions contemplated by the Merger Agreement. Where actual amounts are not known or knowable, the figures below represent Hillman’s good faith estimate of such amounts assuming a Closing as of January 24, 2021.

(in millions)	Assuming No Redemption			Assuming Maximum Redemption
Sources	​	​	​	​	​	​
Issuance of Shares	​	$	939.5	​	$	939.5
PIPE Investment	​	​	375	​	​	375
Cash Held in Trust	​	​	500	​	​	358
New Debt(1)	​	​	835	​	​	933
Cash on Balance Sheet(1)	​	​	21.5	​	​	21.5
Total Sources	​	$	2,671	​	$	2,627
Uses	​	​	​	​	​	​
Stock to Current Stockholders	​	$	939.5	​	$	939.5
Paydown of Existing Debt(1)	​	​	1,544.5	​	​	1,544.5
Fees & Expenses	​	​	91	​	​	93
Cash to Balance Sheet(1)	​	​	96	​	​	50
Total Uses	​	$	2,671	​	$	2,627

(1)

Based on Hillman balance sheet as of December 26, 2020.

Directors and Executive Officers of New Hillman After the Business Combination

Subject to the occurrence of the Closing and any limitation with respect to any specific individual imposed under applicable laws and the listing requirements of Nasdaq, effective as of the Closing, Landcadia will take all actions necessary or appropriate (including securing resignations or removals and making such appointments as are necessary) to cause the New Hillman Board to consist of the persons designated by Hillman Holdco in writing prior to Closing. On the Closing Date, Landcadia shall enter into customary indemnification agreements reasonably satisfactory to Hillman Holdco with the individuals to be elected as members of the New Hillman Board, which indemnification agreements shall continue to be effective immediately following the Closing.

Except as otherwise directed in writing by Hillman Holdco, and conditioned upon the occurrence of the Closing, Landcadia will take all actions necessary or appropriate (including securing resignations or removals and making such appointments as are necessary) to cause the persons constituting the officers of Hillman Holdco prior to the effective time of the Business Combination to be the officers of New Hillman (and holding the same titles as held at Hillman Holdco) until the earlier of their resignation or removal or until their respective successors are duly appointed.

Hillman Holdco will take all necessary action prior to the effective time of the Business Combination such that (a) each director of Hillman Holdco in office immediately prior to the effective time of the Business

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Combination shall cease to be a director immediately following the effective time of the Business Combination (including by causing each such director to tender an irrevocable resignation as a director, effective as of the effective time of the Business Combination) and (b) certain directors or executive officers of Hillman Holdco, determined by Hillman Holdco and communicated to Landcadia in writing prior to the Closing Date, shall be appointed to the Board of Directors of the Surviving Company, effective as of immediately following the effective time of the Business Combination, and, as of such time, shall be the only the directors of Surviving Company (including by causing the Hillman Holdco Board to adopt resolutions prior to the effective time of the Business Combination that expand or decrease the size of the Hillman Holdco Board, as necessary, and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Hillman Holdco Board). Each person appointed as a director of the Surviving Company pursuant to the preceding sentence shall remain in office as a director of the Surviving Company until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Except as otherwise directed in writing by Hillman Holdco, the persons constituting the officers of Hillman Holdco prior to the effective time of the Business Combination will continue to be the officers of the Surviving Company (and will hold the same titles as held at Hillman Holdco) until the earlier of their resignation or removal or until their respective successors are duly appointed.

Stock Exchange Listing

Landcadia’s units, Class A common stock and public warrants are publicly traded on Nasdaq under the symbols “LCYAU”, “LCY” and “LCYAW”, respectively. Landcadia intends to apply to list the New Hillman common stock and public warrants on Nasdaq under the symbols “HLMN” and “HLMNW”, respectively, upon the Closing of the Business Combination. New Hillman will not have units traded following the Closing of the Business Combination.

Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Landcadia will be treated as the “acquired” company for accounting purposes and the business combination will be treated as the equivalent of Hillman Holdco issuing stock for the net assets of Landcadia, accompanied by a recapitalization. The net assets of Hillman Holdco will be stated at historical cost, with no goodwill or other intangible assets recorded.

Hillman Holdco has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

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Hillman Holdco’s existing stockholders will have the greatest voting interest in the combined entity under the no and maximum redemption scenarios with 48.7% and 52.7% of the voting interest in each scenario, respectively;

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The largest individual minority stockholder of the combined entity is an existing stockholder of Hillman Holdco;

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Hillman Holdco’s directors will represent the majority of the new board of directors of New Hillman;

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Hillman Holdco’s senior management will be the senior management of New Hillman; and

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Hillman Holdco, together with its direct and indirect subsidiaries, is the larger entity based on historical revenue and has the larger employee base.

The preponderance of evidence as described above is indicative that Hillman Holdco is the accounting acquirer in the Business Combination.

Vote Required for Approval

This Business Combination Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the Business Combination) will be approved and adopted only with the

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affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

The Business Combination is conditioned upon the approval of the Business Combination Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal, as described below) will not be presented to the stockholders for a vote.

Landcadia’s Sponsors, directors and members of the management team have agreed to vote the founder shares and any public shares owned by them in favor of the Business Combination Proposal. See “Other Agreements — Landcadia Letter Agreements”and “Other Agreements — A&R Letter Agreement” for more information.

Recommendation of the Landcadia Board

THE LANDCADIA BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE LANDCADIA STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

The existence of financial and personal interests of Landcadia’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of Landcadia and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “— Interests of Landcadia’s Directors and Officers in the Business Combination” for a further discussion.

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THE MERGER AGREEMENT

The following describes certain aspects of the Business Combination, including the material provisions of the Merger Agreement. The following description of the Merger Agreement is subject to, and qualified in its entirety by reference to, the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A, and is incorporated by reference into this proxy statement/prospectus. We urge you to read the Merger Agreement carefully and in its entirety, as it is the legal document governing the Business Combination.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary are included to provide you with information regarding the terms of the Merger Agreement. The Merger Agreement contains representations and warranties by Landcadia and Hillman Holdco. The representations, warranties and covenants made in the Merger Agreement by Landcadia and Hillman Holdco were qualified and subject to important limitations agreed to by Landcadia and Hillman Holdco in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the Merger Agreement may have the right not to consummate the Business Combination if the representations and warranties of the other party were to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing or attempting to set forth matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC and some were qualified by the matters contained in the confidential disclosure schedules that Landcadia and Hillman Holdco each delivered in connection with the Merger Agreement and certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the Merger Agreement.

For the foregoing reasons, the representations and warranties or any descriptions of those provisions should not be read alone or relied upon as presenting the actual state of facts or condition of Landcadia or Hillman Holdco, or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this document or incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 260. Landcadia will provide additional disclosures in its public reports to the extent it is aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the terms and information contained in the Merger Agreement and will update such disclosure as required by federal securities laws.

Closing and Effective Time of the Merger

Unless Landcadia and Hillman Holdco otherwise mutually agree, the Closing will take place on the date which is three business days after the date on which all of the Closing conditions have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing of the Business Combination), but in any event no sooner than sixty (60) days after the date of the Merger Agreement (such date on which the Closing occurs, the “Closing Date”). See “The Merger Agreement — Conditions to Closing” below for a more complete description of the conditions that must be satisfied prior to the Closing.

On the Closing Date, Landcadia and Hillman Holdco will effect the Business Combination by filing a certificate of merger with the Secretary of State of the State of Delaware, and the Business Combination will become effective at the time the certificate of merger has been duly filed. The time at which the Business Combination becomes effective is sometimes referred to in this proxy statement/prospectus as the “effective time”.

As of the date of this proxy statement/prospectus, the parties expect that the Business Combination will be effective during the second quarter of 2021. However, there can be no assurance as to when or if the Business Combination will occur.

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If the Business Combination is not completed by July 24, 2021 (the “termination date”), the Merger Agreement may be terminated by either Landcadia or the Stockholder Representative. However, the ability to terminate the Merger Agreement pursuant to the provision described in this paragraph shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the transactions contemplated by the Merger Agreement to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement. See “Termination” below for further information.

Treatment of Hillman Holdco Options, Warrants and Restricted Stock

At the effective time, each outstanding Hillman Holdco Option, whether vested or unvested, will be assumed by New Hillman and will be converted into a New Hillman Option with substantially the same terms and conditions as applicable to the Hillman Holdco Option immediately prior to the effective time (including expiration date, vesting conditions and exercise provisions) except that (i) each such Hillman Holdco Option shall be exercisable for that number of shares of New Hillman common stock equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Hillman Holdco common stock subject to such Hillman Holdco Assumed Option immediately prior the effective time multiplied by (B) the Closing Stock Per Option Amount, (ii) the per share exercise price for each share of New Hillman common stock issuable upon exercise of the New Hillman Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Hillman Holdco subject to such Hillman Holdco Option immediately prior to the effective time by (B) the Closing Stock Per Option Amount; (iii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may appropriately adjust the performance conditions applicable to certain of the New Hillman Options; and (iv) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Options as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Options and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

At the effective time, each share of unvested restricted Hillman Holdco common stock will be cancelled and converted into the right to receive a number of shares of New Hillman Restricted Stock equal to the Closing Stock Per Restricted Share Amount with substantially the same terms and conditions as were applicable to the related share of Hillman Holdco Restricted Stock immediately prior to the effective time (including with respect to vesting and termination-related provisions), except that (i) any per-share repurchase price of such New Hillman Restricted Stock shall be equal to the quotient obtained by dividing (A) the per-share repurchase price applicable to the Hillman Holdco Restricted Stock, by (B) the Closing Stock Per Restricted Share Amount, rounded up to the nearest cent; and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Restricted Stock as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Restricted Stock and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

At the effective time, each Hillman Holdco restricted stock unit will be assumed by New Hillman and converted into a New Hillman RSU with substantially the same terms and conditions as were applicable to such Hillman Holdco RSU immediately prior to the effective time (including with respect to vesting and termination-related provisions), except that (i) each New Hillman RSU shall represent the right to receive (subject to vesting) that number of shares of New Hillman Common Stock underlying the Hillman Holdco RSU immediately prior to the effective time multiplied by the Hillman Holdco RSU Exchange Ratio; and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman RSUs as it may determine in good faith are appropriate to effectuate the administration of the New Hillman RSUs and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

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Covenants and Agreements

Conduct of Hillman Businesses Prior to the Completion of the Merger

Hillman Holdco has agreed that, prior to the effective time of the Business Combination, it will, and will cause each Hillman Group Entity to, use commercially reasonable efforts to preserve intact Hillman’s business organizations, keep available the services of its officers and employees and maintain satisfactory relationships with Hillman’s licensors, suppliers, distributors, clients and other business relationships and to conduct Hillman’s operations in the ordinary course of business consistent with past practice (including working capital and cash management practices), subject to specified exceptions, including following Landcadia’s consent, which is not to be unreasonably withheld, conditioned or delayed.

In addition to the general covenants above, Hillman Holdco has agreed that, prior to the effective time of the Business Combination, subject to specified exceptions, each Hillman Group Entity will not without the written consent of Landcadia (which may not be unreasonably withheld, conditioned or delayed):

•

except as otherwise required by any Hillman Group Entity’s benefit plans or applicable law (i) increase the compensation, bonus, fringe or other benefits of, or pay or promise any bonus to, any current or former employee, director or independent contractor, other than to any person who is not a director or officer within specified limits; (ii) pay or increase any severance or change-in-control benefits of any current or former employee, director or independent contractor; (iii) enter into, amend (other than immaterial amendments) or terminate any Hillman Group benefit plan (other than annual renewal of welfare plans in the ordinary course of business consistent with past practice that does not materially increase cost to Hillman); (iv) amend or waive performance or vesting criteria or accelerate any vesting or otherwise fund or secure any payment under any Hillman Group benefit plan; (E) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization; (F) hire or engage any new employee or independent contractor with annual base compensation above a specified amount, other than in the ordinary course of business consistent with past practice; or (G) terminate, other than for cause, any employee or independent contractor with an annual base salary above a specified amount;

•

(i) declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or property) to its stockholders; (ii) effect any split, combination, reclassification of its stock; (iii) repurchase or redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any shares of capital stock or other equity interests in any Hillman Group Company; (iv) effect or authorize the grant, issuance, sale or disposal of any stock or equity award in any Hillman Group Entity except as required by any existing Hillman Group benefit plan or applicable law; or (v) issue, deliver, sell, authorize or encumber, or agree to any of the foregoing with respect to, any equity securities or ownership interests, securities convertible into or exchangeable for equity securities or ownership interests, or any rights to acquire or obligations to issue the same;

•

amend the organizational documents of any Hillman Group Entity or form any subsidiary;

•

effect any merger or business combination, or acquire by any manner, any business, entity or division in one or more transactions, or enter into any agreement (whether or not enforceable) with respect to any of the foregoing;

•

(i) transfer, assign, license, covenant not to assert, permit to lapse or expire or otherwise dispose of, encumber or impair, any of its real, tangible, or intangible rights, assets, or properties, other than non-exclusive licenses of owned intellectual property granted to customers or distributors in the ordinary course of business consistent with past practice, any disposition in the ordinary course of business consistent with past practice or the disposition of immaterial assets; (ii) extend, amend, waive, cancel or modify any material rights in or to any material intellectual property; (iii) subject any owned intellectual property to copyleft terms; or (iv) disclose any material trade secrets without a written agreement sufficiently restricting its further disclosure and use;

•

(i) issue debt securities or rights to acquire debt securities of any Hillman Group Entity or guarantee debt securities of any other person; (ii) make any loans, advances or capital contributions to, or investments in, or guarantee the indebtedness of any other person other than pursuant to specified agreements in existence on the date of the Merger Agreement or pursuant to Hillman’s existing debt

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documentation or in connection with the debt financing described in the Merger Agreement; (iii) create any material liens on any of its material assets, other than in the ordinary course of business consistent with past practice or specifically permitted in the Merger Agreement; (iv) cancel or forgive any indebtedness owed to any Hillman Group Entity; or (v) make or commit to any capital expenditures, other than in the ordinary course of business consistent with past practice , or enter into any agreement (whether or not enforceable) with respect to such capital expenditure;

•

release, compromise, settle or agree to settle any material legal proceeding material other than in the ordinary course of business consistent with past practice and, in the case of settlements, that do not involve potential payments by or to Hillman in excess of a specified amount;

•

(i) other than in the ordinary course of business consistent with past practice, (x) effect any material modification or termination of, or waive, release, or assign any material rights under any contract identified as material in the Merger Agreement or (y) commit to any capital expenditures (other than consistent with the existing capital expenditure budget made available to Landcadia); or (ii) terminate, modify or amend any material term under the existing credit facilities, notes and other existing indebtedness or any commitments thereunder, except in connection with the debt financing;

•

make any change in accounting methods, principles or practices except as required by U.S. GAAP or applicable law;

•

other than in the ordinary course of business consistent with past practice, (A) make, change or revoke any material election concerning taxes, enter into any material tax closing agreement, settle any material tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any extension pursuant to an extension to file any tax return; (B) file an amended tax return or knowingly surrender a claim for a refund of taxes; or (C) incur any liability for material taxes;

•

effect or propose a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of any Hillman Group Entity;

•

subject to the second bullet above, enter into or amend any agreement with, or pay or advance any assets to any affiliate other than arms-length commercial transactions pursuant to specified, existing agreements;

•

engage in any material new line of business;

•

implement employee layoffs, plant closings, or similar events that would give rise to any obligations or liabilities under the federal Worker Adjustment and Retraining Notification (“WARN”) Act or similar state or local laws governing mass layoffs or plant closings; or

•

agree to do any actions prohibited under the foregoing.

Conduct of Landcadia Prior to the Completion of the Merger

Landcadia has agreed that, prior to the effective time of the Business Combination, it will, and will cause its subsidiaries to, use commercially reasonable efforts to carry on its business in the ordinary course of business consistent with past practice, subject to specified exceptions, including following the Stockholder Representative’s consent, which is not to be unreasonably withheld, conditioned or delayed. In addition, Landcadia has agreed that prior to the effective time of the Business Combination it will not, without the written consent of the Stockholder Representative (which may not be unreasonably withheld, conditioned or delayed):

•

(i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of any of its outstanding capital stock or warrants; (ii) split, combine, reclassify, effect a recapitalization or change its capitalization in a similar manner or (iii) repurchase, redeem or otherwise acquire any capital stock of, or other equity interests in, Landcadia;

•

other than in connection with the Private Placement, grant, issue, deliver, sell, authorize or otherwise encumber any capital stock of, or other equity interests in, Landcadia or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests;

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•

amend the Landcadia organizational documents or the organizational documents of Merger Sub, or form a new subsidiary;

•

merge or consolidate with, or acquire by merger or consolidation with, or purchase any equity or assets of, any business or any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof;

•

incur or guarantee any indebtedness, or issue or sell any debt securities or calls or other rights to acquire any debt securities, or enter into any “keep well” or other agreement to maintain any financial statement condition or enter into arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business consistent with past practice;

•

make any change in its accounting methods, principles or practices, except as required by U.S. GAAP or applicable law;

•

other than in the ordinary course, (i) make, change or revoke any material election concerning taxes, enter into any material tax closing agreement, settle any material tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any extension pursuant to an extension to file any tax return; (ii) file an amended tax return or knowingly surrender a claim for a refund of taxes; or (iii) incur any liability for material taxes;

•

create any material liens on any material property or assets of Landcadia or Merger Sub;

•

liquidate, dissolve, reorganize or otherwise wind up the business or operations of Landcadia or Merger Sub;

•

commence, settle or compromise any legal proceeding;

•

enter into any material new line of business;

•

amend the Trust Agreement or any other agreement related to the Trust Account; or

•

agree to do any actions prohibited under the foregoing.

HSR Act and Regulatory Approvals

Hillman Holdco and Landcadia have agreed to comply promptly but in no event later than ten business days after the date of the Merger Agreement with the notification and reporting requirements of the HSR Act. Hillman Holdco and Landcadia have agreed to promptly furnish to each other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods as soon as practicable.

Hillman Holdco and Landcadia have agreed to promptly notify the other of any written communication made to or received by it from any governmental authority with respect to the transactions contemplated by the Merger Agreement, and Hillman Holdco and Landcadia have agreed to permit counsel to the other an opportunity to review in advance any proposed written communication to any such governmental authority and incorporate reasonable comments thereto. Hillman Holdco and Landcadia have agreed not to participate in any substantive meeting or discussion with any such governmental authority in respect of any filing, investigation or inquiry concerning the Merger Agreement or the transactions contemplated thereby unless, to the extent reasonably practicable, it consults with the other in advance and, to the extent permitted by such governmental authority, gives the other the opportunity to attend. Hillman and Landcadia have agreed to furnish each other with copies of all correspondence, filings and written communications between such party and their affiliates and their respective representatives, on the one hand, and any such governmental authority, on the other hand, in each case with respect to the Merger Agreement or the transactions contemplated thereby.

Landcadia, on the one hand, and Hillman Holdco, on the other hand, have each agreed to pay 50% of all filing fees payable to the Antitrust Division and FTC in connection with the transactions contemplated by the Merger Agreement.

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Each of Hillman Holdco and Landcadia have agreed that no later than thirty (30) days after the effective time, New Hillman shall prepare and file a notification pursuant to Section 12 of the Investment Canada Act (Canada) in respect of the transactions contemplated by the Merger Agreement.

Proxy Solicitation

Landcadia has agreed to, as promptly as practicable following the date that the registration statement, of which this proxy statement/prospectus forms part, is declared effective by the SEC, (i) cause this proxy statement/prospectus to be disseminated to Landcadia’s stockholders in compliance with applicable law, and (ii) duly call and give notice of the Landcadia Special Meeting for a date that is as soon as practicable following the date on which the registration statement is declared effective. Landcadia has agreed, through the Landcadia Board, to recommend to its stockholders that they approve the proposals contained in this proxy statement/prospectus (the “Landcadia board recommendation”) and to include the Landcadia board recommendation in this proxy statement/prospectus, subject to the obligations described in this paragraph. Landcadia has agreed that the Landcadia Board will not (and no committee or subgroup thereof will) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Landcadia board recommendation; provided, that the Landcadia Board may make such a change in recommendation if it determines in good faith, after consultation with its outside legal counsel, that a failure to make such a change in recommendation would constitute a breach of the Landcadia Board’s fiduciary obligations to the Landcadia stockholders under applicable law. Landcadia has agreed that its obligation to duly call and give notice of the Landcadia Special Meeting will not be affected by any such change in recommendation. Notwithstanding the foregoing, if on the date for which the Landcadia Special Meeting is scheduled, there are insufficient Landcadia Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Landcadia Special Meeting, or Landcadia has not received proxies representing a sufficient number of shares of Landcadia Shares to obtain the stockholder approvals of the proposals contained in this proxy statement/prospectus, whether or not a quorum is present, Landcadia will have the right to make one or more successive postponements or adjournments of the Landcadia Special Meeting.

Hillman Exclusivity

Through the Closing or earlier valid termination of the Merger Agreement, Hillman Holdco has agreed not to, and to cause Hillman Group and certain of its stockholders not to, and to direct its representatives not to, directly or indirectly, (i) solicit, initiate, enter into or continue discussions, negotiations or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to, any person (other than Landcadia and its representatives) concerning any merger, sale of ownership interests and/or assets of Hillman Holdco, recapitalization or similar transaction (each, a “Company Business Combination”), (ii) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way that would otherwise reasonably be expected to lead to a Company Business Combination, or (iii) commence, continue or renew any due diligence investigation regarding a Company Business Combination. In addition, Hillman Holdco has agreed to, and to cause Hillman Group and certain of its stockholders to, and shall cause their respective representatives to, immediately cease any and all existing discussions or negotiations with any person with respect to any Company Business Combination.

Landcadia Exclusivity

Through the Closing or earlier valid termination of the Merger Agreement, Landcadia has agreed not to, and to direct its representatives not to, directly or indirectly (i) solicit, initiate, enter into or continue discussions or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to, any person (other than Hillman Holdco, its stockholders and its representatives) concerning any merger, purchase of ownership interests or assets of or by Landcadia, recapitalization or similar business combination transaction (each, a “Landcadia Business Combination”), (ii) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way that would otherwise reasonably be expected to lead to a Landcadia Business Combination, or (iii) commence, continue or renew any due diligence investigation regarding a Landcadia Business

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Combination. Landcadia has agreed to, and to cause its representatives to, immediately cease any and all existing discussions or negotiations with any person with respect to any Landcadia Business Combination.

Nasdaq Listing

Through the Closing, Landcadia has agreed to use reasonable best efforts to ensure Landcadia remains listed as a public company on, and for shares of Landcadia Class A common stock to be listed on, Nasdaq. Landcadia has agreed to use reasonable best efforts to cause the New Hillman common stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq at Closing.

Indemnification of Directors and Officers

From and after the effective time of the Business Combination, Landcadia has agreed that it shall cause Hillman Group to continue to honor all rights to exculpation, indemnification and advancement of expenses existing as of the date of the Merger Agreement in favor of the current or former directors or officers of any member of Hillman Group, as provided in their respective organizational documents or in specified indemnification agreements between such individuals and Hillman Group. For a period of six years from the effective time, Landcadia has agreed to cause Hillman Group to maintain in effect the exculpation, indemnification and advancement of expenses provisions of each member of Hillman Group’s organizational documents, as in effect immediately prior to the effective time or in any indemnification agreements between a member of Hillman Group and any current or former directors or officers of any member of Hillman Group as in effect immediately prior to the Closing Date, and Landcadia has agreed not to, and to cause Hillman Group not to, amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any such director or officer.

Board of Directors

Following the closing, it is expected that the current management of Hillman Group will become the management of New Hillman, and the New Hillman board will consist of nine (9) directors, which will be divided into three classes (Class I, II and III), with each class consisting of three (3) directors. Pursuant to the Merger Agreement, each of Landcadia and Hillman Holdco will use its commercially reasonable efforts to ensure that effective immediately after the effective time, the Landcadia Board shall consist of the individuals described in the Director Election Proposal.

Other Covenants and Agreements

The Merger Agreement contains other covenants and agreements, including covenants related to:

•

Each of Hillman Holdco and Landcadia providing, subject to certain specified restrictions and conditions, to the other party and its respective representatives reasonable access to Hillman Holdco’s and Landcadia’s (as applicable) and their respective subsidiaries’ properties, books, records and personnel;

•

Hillman Holdco agreeing not to engage in transactions involving securities of Landcadia prior to the time of the making of a public announcement regarding all of the material terms of the business and operations of Hillman and the transactions contemplated by the Merger Agreement;

•

Hillman Holdco and the Stockholder Representative waiving claims to the Trust Account;

•

Hillman Holdco and Landcadia cooperating on the preparation and efforts to make effective this proxy statement / prospectus;

•

Landcadia making certain disbursements from the Trust Account;

•

Landcadia using commercially reasonable efforts to obtain the proceeds of the Private Placement on the terms and conditions described in the subscription agreements with PIPE Investors;

•

Hillman Holdco causing Hillman to use reasonable best efforts to obtain the proceeds of the debt financing described in the Merger Agreement on the terms and conditions described in the debt commitment letter with respect to such financing;

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•

Hillman Holdco taking, and causing Hillman to take, all such actions as are appropriate to effect the refinancing of Hillman Group’s existing debt, the redemption of Hillman Group’s existing trust preferred, debentures and notes, in each case on the Closing Date;

•

Hillman Holdco taking, and causing Hillman to take, all such reasonably necessary actions to facilitate the termination on the closing date of all commitments in respect of Hillman Group’s existing credit agreements, the repayment in full on the closing date of all obligations in respect of such debt, and the release on the closing date of any liens securing such debt;

•

Landcadia and Hillman Holdco obtaining directors’ and officers’ tail liability insurance in respect of acts or omissions occurring prior to the effective time covering each such person that is currently covered by Hillman Group directors’ and officers’ liability insurance;

•

Hillman Holdco and Landcadia using their reasonable best efforts to obtain any material third-party consents required to consummate the Business Combination;

•

Landcadia and Hillman Holdco agreeing on the intended tax treatment of the transactions contemplated by the Merger Agreement;

•

agreement relating to the preparation and filing of tax returns prior to Closing;

•

agreement relating to the payment of transfer taxes incurred in connection with the Merger Agreement and the transactions contemplated thereby;

•

Hillman Holdco furnishing a certificate to the effect that it is not a “United States real property holding corporation”;

•

agreement relating to the termination of tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect; and

•

Landcadia and Hillman Holdco agreeing on terms regarding confidentiality and publicity relating to the Merger Agreement and the transactions contemplated thereby.

Representations and Warranties

The Merger Agreement contains representations and warranties made by Hillman Holdco to Landcadia relating to a number of matters, including the following:

•

corporate organization, qualification to do business, good standing and corporate power;

•

subsidiaries;

•

requisite corporate authority to enter into the Merger Agreement and to consummate the contemplated transactions;

•

absence of conflicts with organizational documents, applicable laws or certain agreements and instruments as a result of entering into the Merger Agreement or consummating the Business Combination;

•

required governmental and regulatory consents necessary in connection with the Business Combination;

•

capitalization;

•

financial statements;

•

absence of undisclosed liabilities;

•

legal proceedings and absence of governmental orders;

•

compliance with applicable law;

•

intellectual property and information technology systems;

•

material contracts;

•

employee compensation and benefits matters;

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•

labor matters;

•

tax matters;

•

broker’s and finder’s fees related to the Business Combination;

•

insurance;

•

title to properties and assets;

•

environmental matters;

•

brokers;

•

absence of a material adverse effect since September 30, 2020 and absence of certain other changes;

•

affiliate agreements;

•

product liability;

•

permits; and

•

accuracy of Hillman Holdco’s information provided in this proxy statement /prospectus.

Certain of these representations and warranties are qualified as to “materiality” or “material adverse effect”. For purposes of the Merger Agreement, a “material adverse effect” with respect to Hillman Holdco means any event, change or circumstance that (1) has a materially adverse effect on the business, assets, financial condition or results of operations of Hillman, taken as a whole or (2) is reasonably likely to prevent or materially delay or impede the ability of Hillman Holdco to consummate the Transactions; provided, however, that in no event would any of the following (or the effect of any of the following) be taken into account in determining whether there has been or will be, a “material adverse effect” under clause (1) above: (a) acts of war, sabotage, civil unrest or terrorism; (b) earthquakes, hurricanes, tornados, pandemics or other natural or man-made disasters; (c) epidemics, pandemics (including COVID-19), disease outbreaks, or public health emergencies (as declared by the World Health Organization or the Health and Human Services Secretary of the United States), or any escalation or worsening thereof; (d) any “shelter-in-place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester, or other conditions or restrictions, or any other law, directive, pronouncement, guideline or recommendations by any governmental authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group in connection with or in respect to COVID-19 or any other pandemic, epidemic, public health emergency or disease outbreak, or any change in any of the foregoing or interpretation thereof; (e) the announcement or pendency of the Business Combination, including any impact on relationships with customers, suppliers, employees or governmental authorities; (f) changes in applicable law; (g) changes in GAAP or any interpretation thereof; (h) any downturn in U.S. or global general economic conditions, including changes in the credit, debit, securities, financial, capital or reinsurance markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (i) events or conditions affecting the hardware, home solutions or personal protection equipment industries and markets; (j) any failure of Hillman to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position (provided that the exceptions in this clause (j) will not prevent a determination that any change, event, or occurrence underlying such failure has resulted in a material adverse effect), or (k) any actions required to be taken, or required not to be taken, pursuant to the terms of the Merger Agreement, provided that to the extent any change or effect related to clauses (a), (b) and (d) through (i) disproportionately adversely affects Hillman, taken as a whole, compared to others operating in the same industry, then such disproportionate impact may be taken into account in determining whether a material adverse effect has occurred.

The Merger Agreement also contains representations and warranties made by Landcadia to Hillman Holdco relating to a number of matters, including the following:

•

corporate organization, qualification to do business, good standing and corporate power;

•

requisite corporate authority to enter into the Merger Agreement and to complete the contemplated transactions;

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•

absence of conflicts with governing documents, applicable laws or certain agreements and instruments as a result of entering into the Merger Agreement or consummate the Business Combination;

•

litigation and proceedings;

•

compliance with laws;

•

employee benefit plans;

•

required governmental and regulatory consents necessary in connection with the Business Combination;

•

financial ability;

•

the Trust Account;

•

tax matters;

•

broker’s and finder’s fees related to the Business Combination;

•

proper filing of documents with the SEC, the accuracy of information contained in the documents filed with the SEC and Sarbanes-Oxley certifications;

•

business activities and absence of operations;

•

accuracy of Landcadia’s information provided in this proxy statement/prospectus;

•

capitalization;

•

the Nasdaq stock market quotation;

•

contracts;

•

title to assets; and

•

affiliate agreements.

The representations and warranties in the Merger Agreement do not survive the effective time and, as described below under “— Termination”, if the Merger Agreement is validly terminated, there will be no liability under the representations and warranties of the parties, or otherwise under the Merger Agreement, unless a party intentionally breached the Merger Agreement prior to such termination.

This summary and the copy of the Merger Agreement attached to this proxy statement/prospectus as Annex A are included solely to provide investors with information regarding the terms of the Merger Agreement. They are not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates. The Merger Agreement contains representations and warranties by Landcadia and Hillman Holdco, which were made only for purposes of that agreement and as of specific dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those generally applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement, and in reviewing the representations, warranties and covenants contained in the Merger Agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions thereof were not intended by the parties to the Merger Agreement to be characterizations of the actual state of facts or condition of Landcadia, Hillman Holdco or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures.

Conditions to Closing

The completion of the Business Combination is subject to various conditions. There can be no assurance as to whether or when all of the conditions will be satisfied or waived.

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Conditions to Each Party’s Obligations

The obligations of the parties to consummate, or cause to be consummated, the Business Combination are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties:

•

HSR Act.   The applicable waiting period under the HSR Act in respect of the Business Combination shall have expired or been terminated.

•

No Prohibition.    There shall not have been enacted or promulgated any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination.

•

Offer Completion.    The offer for redemption to stockholders of Landcadia shall have been completed in accordance with the terms of the Merger Agreement, the organizational documents of Landcadia and this proxy statement/prospectus.

•

Net Tangible Assets.    Landcadia shall not have redeemed shares of its Class A common stock pursuant to its offer to stockholders in an amount that would cause Landcadia to have less than $5,000,001 of net tangible assets.

•

Landcadia Stockholder Approval.    The adoption and approval by Landcadia stockholders of the Merger Agreement, the Business Combination and other condition precedent proposals set forth in this proxy statement/prospectus.

•

Hillman Holdco Stockholder Approval.    The adoption and approval by Hillman Holdco stockholders of the Merger Agreement, the Business Combination and other proposals set forth in this proxy statement/ prospectus.

•

Nasdaq.    New Hillman’s common stock to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq.

•

Registration Statement.    The registration statement of which this proxy statement / prospectus forms a part shall have been declared and remain effective under Securities Act.

•

Minimum Cash Condition.   The aggregate cash available to Landcadia at the Closing from the Trust Account and the Private Placement (after giving effect to the redemption of any shares of Landcadia Class A common stock in connection with the offer of redemption made to its stockholders and payment of the outstanding transaction expenses of Landcadia and Hillman Holdco) shall equal or exceed $639 million.

•

Required Funds.   The aggregate cash held by New Hillman immediately after the Closing will equal or exceed $50 million.

•

Maximum Indebtedness.   The aggregate amount of net debt at New Hillman immediately following the Closing shall not exceed the sum of $885 million plus an amount equal to any increased borrowings after December 26, 2020 under Hillman’s existing ABL facility of up to $100 million.

•

Redemptions.   All of Hillman’s outstanding debentures, trust preferred securities and notes shall have been redeemed and discharged.

Additional Conditions to the Obligations of Landcadia

The obligations of Landcadia to consummate, or cause to be consummated, the Business Combination are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Landcadia:

•

Representations and Warranties.

•

Certain of the representations and warranties of Hillman Holdco regarding due incorporation, due authorization, capitalization and brokers’ fees shall be true and correct (without giving any effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth therein) in all material respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date).

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•

All of the other representations and warranties of Hillman Holdco shall be true and correct (without giving any effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth therein) as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Hillman material adverse effect.

•

Agreements and Covenants.    Each of the covenants of Hillman Holdco to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects.

•

No MAE.    No Hillman material adverse effect shall have occurred since the date of the Merger Agreement.

Additional Conditions to the Obligations of Hillman Holdco

The obligations of Hillman Holdco to consummate the Business Combination is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Hillman Holdco:

•

Representations and Warranties.

•

Certain of the representations and warranties of Landcadia regarding due incorporation, due authorization, capitalization and business activities shall be true and correct (without giving any effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth therein) in all material respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date).

•

All of the other representations and warranties of Landcadia shall be true and correct (without giving any effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth therein) as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Landcadia material adverse effect.

•

Agreements and Covenants.    Each of the covenants of Landcadia to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects.

•

Proposed Charter.    The existing charter of Landcadia shall be amended and restated in the form attached to the Merger Agreement as Exhibit B.

•

No MAE.    No Landcadia material adverse effect shall have occurred since the date of the Merger Agreement.

Termination

Mutual Termination Rights

The Merger Agreement may be terminated prior to the Closing:

•

by written consent of Landcadia and the Stockholder Representative;

•

by either Landcadia or the Stockholder Representative if the condition requiring Landcadia to have $5,000,001 of net tangible assets becomes incapable of being satisfied;

•

by either Landcadia or the Stockholder Representative if the approval of Landcadia’s stockholders has not been obtained by reason of the failure to obtain the required vote at the Landcadia Special Meeting or at any adjournment of postponement thereof; or

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•

by either Landcadia or the Stockholder Representative if the consummation of the Business Combination is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation.

Termination Rights of the Stockholder Representative

The Merger Agreement may be terminated prior to the Closing, by the Stockholder Representative if:

(i)

there is any breach of any representation, warranty, covenant or agreement on the part of Landcadia or Merger Sub set forth in the Merger Agreement such that the conditions described in the first two bullet points under the heading “— Conditions to Closing; Additional Conditions to the Obligations of Hillman Holdco” set forth above would not be satisfied at the Closing (a “terminating Landcadia breach”), except that, if any such terminating Landcadia breach is curable by Landcadia or Merger Sub, then, for a period of up to 30 days (or any shorter period of time that remains between the date the Stockholder Representative provides written notice of such breach and the Termination Date) after receipt by Landcadia of notice from the Stockholder Representative of such breach (the “Landcadia cure period”), such termination shall not be effective, and such termination shall become effective only if the terminating Landcadia breach is not cured within the Landcadia cure period, provided that the right to terminate the Merger Agreement pursuant to this provision shall not be available if the Stockholder Representative has materially breached the Merger Agreement and such breach has not been cured; or

(ii)

the Closing has not occurred on or before the Termination Date, provided that the right to terminate the Merger Agreement pursuant to this provision shall not be available if the Stockholder Representative’s action or failure to act has been a principal cause of or resulted in the failure of the Transactions to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement.

Termination Rights of Landcadia

The Merger Agreement may be terminated prior to the Closing, by Landcadia if:

(i)

there is any breach of any representation, warranty, covenant or agreement on the part of Hillman Holdco or the Stockholder Representative set forth in the Merger Agreement, such that the conditions described in the first two bullet points under the heading “— Conditions to Closing; Additional Conditions to the Obligations of Landcadia” set forth above would not be satisfied at the Closing (a “terminating Hillman Holdco breach”), except that, if such terminating Hillman Holdco breach is curable by Hillman Holdco or the Stockholder Representative, then, for a period of up to 30 days (or any shorter period of the time that remains between the date Landcadia provides written notice of such breach and the Termination Date) after receipt by the Stockholder Representative of notice from Landcadia of such breach (the “Hillman Holdco cure period”), such termination shall not be effective, and such termination shall become effective only if the terminating Hillman Holdco breach is not cured within the Hillman Holdco cure period, provided, that the right to terminate the Merger Agreement pursuant to this provision shall not be available if Landcadia has materially breached the Merger Agreement and such breach has not been cured;

(ii)

the Closing has not occurred on or before the Termination Date, provided, that the right to terminate the Merger Agreement pursuant to this provision shall not be available if Landcadia’s action or failure to act has been a principal cause of or resulted in the failure of the Transactions to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement;

(iii)

the Hillman Holdco Stockholder Approval has not been obtained within two business days after the registration statement on Form S-4 of which this prospectus/proxy statement is a part has been declared effective by the SEC and delivered or otherwise made available to the holders of Landcadia’s common stock; or

(iv)

Hillman does not deliver to Landcadia a Company Voting and Support Agreement executed by

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certain affiliates of CCMP Capital Advisors, LP and of Oak Hill Capital Partners III, L.P., respectively, within one business day of the signing of the Merger Agreement.

Effect of Termination

If the Merger Agreement is validly terminated, the agreement will have no further force or effect, except in the case of intentional fraud in the making of the representations and warranties in the Merger Agreement or a party intentionally breaches the Merger Agreement prior to such termination. The provisions (i) requiring Hillman Holdco and Landcadia to keep certain information confidential and cooperate with each other in the making of any public statements related to the Business Combination, (ii) describing the effects of the termination of the agreement, (iii) waiving claims against the Trust Account and (iv) regarding certain miscellaneous matters (collectively, the “surviving provisions”) and the confidentiality agreement will in each case survive any termination of the Merger Agreement.

Amendment

The Merger Agreement may be amended only by execution of an instrument in writing executed by the parties to the Merger Agreement.

Specific Performance

The parties to the Merger Agreement agree that they shall be entitled to seek an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions thereof prior to valid termination of the Merger Agreement.

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ANCILLARY AGREEMENTS RELATED TO THE BUSINESS COMBINATION

Subscription Agreements

Concurrently with the execution of the Merger Agreement on January 24, 2021, Landcadia entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, Landcadia agreed to issue and sell in private placements an aggregate of 37,500,000 shares of Landcadia Class A common stock to the PIPE Investors for $10.00 per share.

The Private Placement investment is expected to close substantially concurrently with the Closing. In connection with the Closing, all of the issued and outstanding shares of Landcadia Class A common stock, including the shares of Landcadia Class A common stock issued to the PIPE Investors, will be exchanged, on a one-for-one basis, for shares of New Hillman common stock.

The shares of New Hillman common stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Landcadia will grant the PIPE Investors certain registration rights in connection with the Private Placement. The Private Placement is contingent upon, among other things, the closing of the Business Combination.

A&R Letter Agreement

In connection with the execution of the Merger Agreement, Landcadia, the Sponsors, each member of the Landcadia Board and each executive officer of Landcadia entered into the A&R Letter Agreement. Like the initial Letter Agreements, pursuant to the A&R Letter Agreement each of Landcadia’s Sponsors, directors and members of the management team have agreed to (i) waive their redemption rights with respect to their founder shares (as defined below) and public shares in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete a Business Combination by October 14, 2022, or to provide for redemption in connection with a Business Combination and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete a Business Combination by October 22, 2022, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete a Business Combination within the prescribed time frame; (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the Business Combination, (v) not to transfer or sell (subject to certain limited exceptions) (1) the founder shares until the earlier of  (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the reported closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, or (2) the private placement warrants and the Class A common stock underlying such warrants, until 30 days after the completion of our initial business combination.

In addition, the A&R Letter Agreement provides that, at the Closing, (i) the Sponsors will waive any adjustment to the conversion ratio set forth in the governing documents of Landcadia or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the Private Placement or otherwise), and (ii) the Sponsors will forfeit an aggregate of 2,828,000 shares of Landcadia’s Class B common stock otherwise issuable to them upon conversion of their founder shares and that the TJF Founder will forfeit an additional 1,000,000 shares of Landcadia’s Class B common stock otherwise issuable to them upon conversion of their founder shares.

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Hillman Holdco Voting and Support Agreement

In connection with the execution of the Merger Agreement, certain Hillman Holdco stockholders (the “Hillman Holdco supporting stockholders”) entered into a voting and support agreement with Landcadia. Under the Hillman Holdco voting and support agreement, the Hillman Holdco supporting stockholders agreed that they will not transfer and will deliver a written consent with respect to their shares of Hillman Holdco common stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, promptly following the time at which the registration statement of which this prospectus forms a part shall have been declared effective and delivered or otherwise made available to the Hillman Holdco stockholders.

Registration Rights Agreement

At the effective time, New Hillman, the Sponsors and the Hillman Holdco supporting stockholders will enter into an Amended and Restated Registration Rights Agreement substantially in the form attached hereto as Annex E (the “A&R Registration Rights Agreement”), which will be effective as of and subject to the Closing, pursuant to which, among other things, (i) New Hillman will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New Hillman common stock and other equity securities of New Hillman that are held by the parties thereto from time to time, (ii) the Sponsors and the Hillman Holdco supporting stockholders will be granted certain registration rights and (iii) the Sponsors will reaffirm the lock-up they agreed to in the A&R Letter Agreement and the Hillman Holdco supporting stockholders will agree to a lock-up under which they will not sell, for the period set forth therein, the shares of New Hillman common stock they will receive in the Business Combination.

In addition, the A&R Registration Rights Agreement will provide for the following registration rights:

•

Shelf registration rights.    New Hillman shall, as soon as practicable, but in any event within thirty (30) days after the Closing, file a registration statement pursuant to Rule 415 of the Securities Act to permit the public resale of all of the registrable securities held by the Sponsors and the Hillman Holdco supporting stockholders and will use its reasonable best efforts to have such registration statement declared effect as soon as practicable after the filing thereof, but in no event later than 60 days following the filing deadline. At any time following the effectiveness of the shelf registration statement, the Sponsors or the Hillman Holdco supporting stockholders may make a written request to effect a public offering, including pursuant to an underwritten shelf takedown.

•

Demand registration rights.    At any time on or after the Closing, New Hillman shall be required, upon the written request of certain affiliates of CCMP Capital Advisors, LP (“CCMP”), the Sponsors or Oak Hill Capital Partners III, L.P. (the “Oak Hill Holders”), to file a registration statement and New Hillman shall effect the registration of all or part of the registrable securities. CCMP shall be entitled to make up to six demands for registration, excluding short form demands. The Sponsors and the Oak Hill Holders shall be entitled to make one demand for registration.

•

Piggyback registration rights.    At any time following the Closing, if New Hillman proposes to file a registration statement to register its equity securities under the Securities Act, subject to certain exceptions, each of the Sponsors and the Hillman Holdco supporting stockholders shall be entitled to include their registrable securities in such registration statement.

•

Expenses and indemnification.    All fees, costs and expenses of underwritten registrations will be borne by New Hillman and the holders of registrable securities shall bear the cost of any incremental selling expenses relating to the sale of registrable securities. The Amended and Restated Registration Rights Agreement contains customary cross-indemnification provisions, under which New Hillman is obligated to indemnify holders of registrable securities in the event of any claims arising out of untrue or alleged untrue statements of material fact contained in any registration statement attributable to New Hillman, and New Hillman shall have the right to require the holders of registrable securities to indemnify New Hillman, its directors, officers and agents and each person who controls New Hillman from and against any claims that arise out of or are based on any untrue statement of material fact contained in the registration statement..

•

Registrable Securities.    Securities of New Hillman shall cease to be registrable securities when (i) a registration statement with respect to the sale of such securities shall become effective under the

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Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities have been otherwise transferred, (iii) such securities shall have ceased to be outstanding, or (iv) such securities are held or become held by a holder who holds less than two percent (2%) of the then issued and outstanding equity securities of New Hillman and may be sold without registration pursuant to Rule 144 or any successor rule under the Securities Act.

•

Lock Up Period.    Notwithstanding the foregoing, affiliates of CCMP shall not transfer any securities of New Hillman for six months following the Closing and each Sponsor shall not transfer the Common Stock for one year after the Closing, subject to certain customary expectations. Each director and officer of New Hillman and each holder of registrable securities shall, if requested, deliver a customary lock up agreement in connection with any underwritten public offering, subject to certain customary exceptions.

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THE CHARTER PROPOSAL

Overview

In connection with the Business Combination, Landcadia is asking its stockholders to approve the adoption of the Proposed Charter, in the form attached hereto as Annex C. If the Business Combination and the Charter Proposal are approved, the Proposed Charter would replace the Current Charter.

Comparison of Current Charter to Proposed Charter

The following is a summary of the key changes effected by the Proposed Charter relative to the Current Charter, as well as the Landcadia Board’s reasons for approval of the Charter Proposal. This summary is qualified in its entirety by reference to the full text of the Proposed Charter, a copy of which is included as Annex C.

•

Change the post-combination company’s name to Hillman Solutions Corp.   Currently, Landcadia’s name is Landcadia Holdings III, Inc. If the Charter Proposal is approved, Landcadia’s name will be changed to Hillman Solutions Corp. Our board of directors believes the name of the post-combination company should more closely align with the name of the post-Business Combination operating business and therefore has proposed this name change. In addition, our board of directors believes that having the Hillman Solutions Corp. name as our own going forward will strengthen our reputation, brand and, as a result, stockholder value.

•

Removal of blank check company provisions.   Our board of directors has determined that it is in the best interest of Landcadia to eliminate provisions of our Current Charter that are specific to our status as a blank check company. Removal of these provisions is desirable because these provisions will serve no purpose following consummation of the Business Combination, and many of these provisions cease to apply upon the consummation of the Company’s initial business combination. For example, these proposed amendments remove the prohibition on Landcadia entering into an initial Business Combination with another blank check company or a similar company with nominal operations. In addition, certain other provisions in our Current Charter require that proceeds from Landcadia’s IPO be held in the Trust Account until a business combination or liquidation of merger has occurred.

•

Change stock classes and increase total number of authorized shares of common stock to 500,000,000 shares.   Our Current Charter authorizes the issuance of 380,000,000 shares of Landcadia Class A common stock and 20,000,000 shares of Landcadia Class B common stock. The Proposed Charter authorizes the issuance of 500,000,000 shares of New Hillman common stock. As part of the transactions contemplated by the Merger Agreement, all shares of Landcadia Class B common stock shall be automatically converted on a one-for-one basis into shares of Landcadia Class A common stock, and all shares of Landcadia Class A common stock shall be renamed as “common stock” for all purposes under the Proposed Charter. Our board of directors determined that there was no longer a need to continue with two series of common stock and, therefore, the Proposed Charter eliminates the dual classes of our common stock as described above. The Proposed Charter also provides adequate authorized capital and flexibility for future issuances of common stock if determined by the New Hillman Board to be in the best interests of the post-combination company, without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

•

Exclusive federal forum provision.   The Proposed Charter provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware and federal court within the State of Delaware will be exclusive forums for any:

•

derivative action or proceeding brought on the Company’s behalf;

•

action asserting a claim of breach of a fiduciary duty owed by any of the Company’s directors, officers or other employees to the Company or its stockholders;

•

action asserting a claim against the Company arising pursuant to any provision of the DGCL, the Proposed Charter or proposed bylaws; or

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•

other action asserting a claim against the Company that is governed by the internal affairs doctrine.

The Proposed Charter also provides that the federal district courts of the United States are the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Hillman or its directors, officers or other employees, which may such lawsuits against New Hillman and its directors, officers and employees. Alternatively, if a court were to find these provisions of New Hillman’s Proposed Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, New Hillman may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect New Hillman’s business and financial condition.

•

Change stockholder vote required to 66% in voting power of then outstanding shares of New Hillman common stock in order for stockholders to (1) adopt, amend, alter or repeal the bylaws (Article SIXTH), (2) remove a director (Article FIFTH, Section 5.4) and (3) amend, alter or repeal certain provisions of the Proposed Charter (Article ELEVENTH).   Our Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares for stockholders to adopt, amend, alter or repeal the Bylaws and the Current Charter and to remove a director from office. The Proposed Charter will require an affirmative supermajority vote of the outstanding shares for the stockholders to adopt, amend, alter or repeal the Bylaws, to remove a director from office, and to amend certain provisions of the Proposed Charter as follows: Article FIFTH, which addresses amending or addressing the number, election, terms and removal of the classified board structure and any directors thereof; Article SIXTH, which addresses requirements relating to the amendment of our Bylaws; Article SEVENTH, Section 7.1, which addresses the requirement that special meetings be called only by the New Hillman Board; Article SEVENTH, Section 7.3, which addresses the requirement that stockholders take action at a meeting rather than by written consent; Article EIGHTH, which addresses the limitation on personal liability for a director’s breach of fiduciary duty and ability to indemnify, and advance expenses to, any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the Company or any predecessor of New Hillman or is or was serving at the request of New Hillman as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; Article NINTH, which addresses the specification that certain transactions are not “corporate opportunities”; Article TENTH, which addresses the election not to be governed by DGCL Section 203 and inclusion of a provision substantially similar to DGCL 203; and Article ELEVENTH, which addresses requirements to amend, alter, change or repeal certain provisions of the Proposed Charter. Our board of directors believes that this change protects such provisions from arbitrary amendment and prevents a simple majority of stockholders from taking actions that may be harmful to the majority of our stockholders.

•

Provide that stockholders may not take action by written consent.   The Current Charter permits only holders of Class B common stock to take action by written consent in lieu of taking action at a meeting of stockholders. The Proposed Charter instead prohibits stockholder action by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent. Our board of directors determined that upon the elimination of separate classes of stock and the conversion of the all Class B common stock to Class A common stock, there was no longer a need for a provision applicable to the Class B common stock held by our Sponsors, TJF Sponsor and JFG Sponsor. In addition, our board of directors believes that prohibiting stockholder action by written consent is a prudent corporate governance measure to reduce the possibility that a block of stockholders could take corporate actions without the benefit of a stockholder meeting to consider important corporate issues.

•

Provide that certain transactions are not “corporate opportunities”.   The Proposed Charter provides that New Hillman will renounce any interest or expectancy in, or in being offered an opportunity to participate in, any business opportunities that are from time to time available to CCMP Capital

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Advisors, LP, the investment funds affiliated with CCMP Capital Advisors, LP or their respective successors, Transferees, and Affiliates (each as defined in the Proposed Charter) (other than New Hillman and its subsidiaries) or any of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any who serve as officers or directors of New Hillman (each, an “Exempted Person”). Our board of directors believes that this provision is appropriate because it believes that Exempted Persons should not be restricted from investing in, leading and operating other businesses given their involvement with a wide range of companies, and therefore the Exempted Persons might be less willing or unable to enter into the Business Combination without being exempt from the doctrine of corporate opportunity.

•

Election not to be governed by Section 203 of the DGCL.   Under the Current Charter, Landcadia is subject to Section 203 of the DGCL. The amendment in the Proposed Charter would cause the combined company to not be governed by Section 203 of the DGCL and, instead, include a provision in the Proposed Charter that is substantially similar to Section 203 of the DGCL, but excludes from the definition of “interested stockholder” ​(A) the investment funds affiliated with CCMP Capital Advisors, LP and their respective successors, Transferees and Affiliates (each as defined in the Proposed Charter) (the “Sponsor Holders”) because such stockholders currently hold voting power of Hillman Holdco in excess of, and immediately following the Business Combination these parties will hold voting power of the combined company in excess of, the 15% threshold under Section 203, and (B) any person whose ownership of shares in excess of the 15% threshold is the result of any action taken solely by the combined company. Our board of directors believes that this provision is in line with market practice for a controlled company like ours and appropriate because of the Sponsor Holders’ current stock ownership in Hillman Holdco.

Vote Required for Approval

The Business Combination is conditioned on the approval and adoption of the Charter Proposal. Approval of the Charter Proposal requires the affirmative vote of a majority of the outstanding Landcadia Shares, voting together as a single class. The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the other condition precedent proposals. Therefore, if the Business Combination Proposal is not approved, the Charter Proposal will have no effect, even if approved by the Landcadia Stockholders. Abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

Recommendation of the Landcadia Board

THE LANDCADIA BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT LANDCADIA STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE CHARTER PROPOSAL.

The existence of financial and personal interests of one or more of Landcadia’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Landcadia and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Landcadia’s Directors and Officers in the Business Combination” for a further discussion.

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THE ADVISORY CHARTER PROPOSALS

Overview

Our stockholders are also being asked to vote on a separate proposal with respect to certain governance provisions in the Proposed Charter, which are separately being presented in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions and which will be voted upon on a non-binding advisory basis. This separate vote is not otherwise required by Delaware law separate and apart from the Charter Proposal, but pursuant to SEC guidance, the Company is required to submit these provisions to its stockholders separately for approval. However, the stockholder vote regarding this proposal is advisory in nature, and is not binding on the Company or our board of directors (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the advisory charter proposals (separate and apart from approval of the Charter Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on this proposal, the Company intends that the Proposed Charter will take effect at the Closing (assuming approval of the Charter Proposal).

Advisory Charter Proposal A: Change the Stockholder Vote Required to Amend the Certificate of Incorporation

Description of Amendment

Our Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to adopt, amend, alter or repeal the Current Charter. The Proposed Charter will require the approval by affirmative vote of the holders of at least 66% in voting power of the then outstanding shares of common stock of New Hillman to amend certain provisions of the Proposed Charter as follows: Article FIFTH, which addresses amending or addressing the number, election, terms and removal of the classified board structure and any directors thereof; Article SIXTH, which addresses requirements relating to the amendment of our Bylaws; Article SEVENTH, Section 7.1, which addresses the requirement that special meetings be called only by the New Hillman Board; Article SEVENTH, Section 7.3, which addresses the requirement that stockholders take action at a meeting rather than by written consent; Article EIGHTH, which addresses the limitation on personal liability for a director’s breach of fiduciary duty and ability to indemnify, and advance expenses to, any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of New Hillman or any predecessor of New Hillman or is or was serving at the request of New Hillman as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; Article NINTH, which addresses the specification that certain transactions are not “corporate opportunities”; Article TENTH, which addresses the election not to be governed by DGCL Section 203 and inclusion of a provision substantially similar to DGCL 203; and Article ELEVENTH, which addresses requirements to amend, alter, change or repeal certain provisions of the Proposed Charter.

Reasons for the Amendment

Our board of directors believes that this change protects such provisions from arbitrary amendment and prevents a simple majority of stockholders from taking actions that may be harmful to the majority of our stockholders or making changes to provisions that are intended to protect all stockholders.

Advisory Charter Proposal B Change the Stockholder Vote Required to Amend the Bylaws

Description of Amendment

Our Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to adopt, amend, alter or repeal the bylaws. The Proposed Charter would require the approval by affirmative vote of the holders of at least 66% of the common stock of New Hillman to adopt, amend, alter or repeal the bylaws.

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Reasons for the Amendment

Our board of directors believes that this change protects such provisions from arbitrary amendment and prevents a simple majority of stockholders from taking actions that may be harmful to the majority of our stockholders or making changes to provisions that are intended to protect all stockholders.

Advisory Charter Proposal C: Change the Stockholder Vote Required to Remove a Director

Description of Amendment

Our Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to remove a director from office. The Proposed Charter would require the approval by affirmative vote of the holders of at least 66% of the common stock of New Hillman to remove a director from office.

Reasons for the Amendment

Our board of directors believes that this change protects such provisions from arbitrary amendment and prevents a simple majority of stockholders from taking actions that may be harmful to the majority of our stockholders or making changes to provisions that are intended to protect all stockholders.

Advisory Charter Proposal D: Election Not to be Governed by Section 203 of the DGCL

Description of Amendment

Under the Current Charter, Landcadia is subject to Section 203 of the DGCL. The Proposed Charter would cause the combined company to not be governed by Section 203 of the DGCL and, instead, include a provision in the Amended and Restated Certificate of Incorporation that is substantially similar to Section 203 of the DGCL, but excludes from the definition of “interested stockholder” ​(A) the investment funds affiliated with CCMP Capital Advisors, LP and their respective successors, Transferees and Affiliates (each as defined in the Proposed Charter) (the “Sponsor Holders”) because such stockholders currently hold voting power of Hillman Holdco in excess of, and immediately following the Business Combination these parties will hold voting power of the combined company in excess of, the 15% threshold under Section 203, and (B) any person whose ownership of shares in excess of the 15% threshold is the result of any action taken solely by the combined company. Upon consummation of the Business Combination, the Sponsor Holders will become “interested stockholders” within the meaning of Section 203 of the DGCL, but will not be subject to the restrictions on business combinations set forth in Section 203, as our Board approved the Business Combination in which such stockholders became interested stockholders prior to such time they became interested stockholders.

Reasons for the Amendment

Our board of directors has elected to opt out of Section 203 of the DGCL, but believes that it is in the best interests of stockholders to have protections similar to those afforded by Section 203 of the DGCL. These provisions will encourage any potential acquiror to negotiate with our board of directors and therefore provides an opportunity to possibly obtain a higher purchase price than would otherwise be offered in connection with a proposed acquisition of the post-business combination company. Such provisions may make it more difficult for an acquirer to consummate certain types of unfriendly or hostile corporate takeovers or other transactions involving the Company that have not been approved by our board of directors. Our board of directors believes that while such provisions will provide some measure of protection against an interested stockholder that is proposing a two-tiered transaction structure that is unduly coercive, it would not ultimately prevent a potential takeover that enjoys the support of stockholders and would also help prevent a third party from acquiring “creeping control” of the Company without paying a fair premium to all stockholders.

Further, our board of directors has determined to exclude the Sponsor Holders from the definition of “interested stockholder” because such stockholders currently hold voting power of Hillman Holdco in excess of, and immediately following the Business Combination these parties will hold voting power of the

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combined company in excess of, the 15% threshold under Section 203. Our board of directors believes that this provision is in line with market practice for a controlled company like ours and appropriate because of the Sponsor Holders’ current stock ownership in Hillman Holdco.

Advisory Charter Proposal E: Change in Stock Classes and Authorized Shares

Description of Amendment

Our Current Charter authorizes the issuance of 380,000,000 shares of Landcadia Class A common stock, 20,000,000 shares of Landcadia Class B common stock and 1,000,000 shares of preferred stock. The Proposed Charter would increase the total number of authorized shares of common stock to 500,000,000. As part of the transactions contemplated by the Merger Agreement and in accordance with the Current Charter, all shares of Landcadia Class B common stock will be automatically converted on a one-for-one basis into shares of Landcadia Class A common stock, and all Class A common stock will be renamed as “common stock” for all purposes under the Proposed Charter.

Reasons for the Amendment

Our board of directors determined that there was no longer a need to continue with two series of common stock and, therefore, the Proposed Charter eliminates the dual classes of our common stock as described above. The Proposed Charter also provides adequate authorized capital and flexibility for future issuances of common stock if determined by the New Hillman Board to be in the best interests of the post-combination company, without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

The authorized but undesignated preferred stock will allow the post-combination company to discourage unsolicited and hostile attempts to obtain control by means of a merger, tender offer, proxy context or otherwise without incurring the risk, delay and potential expense incident to obtaining stockholder approval to amend the certificate of incorporation to authorize preferred stock or other defensive measures at the time of an unsolicited and hostile attempt to obtain control. As a result of this amendment, New Hillman’s board of directors will have the authority, without further action by the holders of common stock, to issue up to 1,000,000 shares of preferred stock in one or more series, and to establish the number of shares to be included in each such series and to fix the rights and preferences, including voting rights, designated from time to time by the board of directors.

Advisory Charter Proposal F: Corporate Opportunity

Description of Amendment

The Proposed Charter provides that the Company will renounce any interest or expectancy in, or in being offered an opportunity to participate in, business opportunities that are from time to time available to CCMP Capital Advisors, LP, the investment funds affiliated with CCMP Capital Advisors, LP or their respective successors, Transferees, and Affiliates (each as defined in the Proposed Charter) (other than New Hillman and its subsidiaries) or any of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any who serve as officers or directors of New Hillman (each, an “Exempted Person”).

Reasons for the Amendment

The amendment is intended to provide that the Exempted Persons will not be subject to limitations under the doctrine of corporate opportunity and therefore will not have a duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company or any of its subsidiaries. The prior provision in our Current Charter provides that the doctrine of corporate opportunity applies to directors or officers of the Company who, in their capacity as directors or officers, are offered a corporate opportunity that the Company is permitted to undertake and it would be reasonable to do so, and the directors or officers are legally permitted to refer that opportunity to the Company. Our board of directors believes that this provision is appropriate because it believes that Exempted Persons should not be restricted from investing in, leading and operating other businesses given their involvement with a

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wide range of companies, and therefore the Exempted Persons might be less willing or unable to enter into the Business Combination without being exempt from the doctrine of corporate opportunity.

Advisory Charter Proposal G: Provide the Stockholders May Not Take Action by Written Consent

Description of Amendment

The Current Charter permits only holders of Class B common stock to take action by written consent in lieu of taking action at a meeting of stockholders. The Proposed Charter instead prohibits stockholder action by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent.

Reasons for the Amendment

Our board of directors determined that upon the elimination of separate classes of stock and the conversion of the all Class B common stock to Class A common stock, there was no longer a need for a provision applicable to the Class B common stock held by our Sponsors. In addition, our board of directors believes that prohibiting stockholder action by written consent is a prudent corporate governance measure to reduce the possibility that a block of stockholders could take corporate actions without the benefit of a stockholder meeting to consider important corporate issues.

Vote Required for Approval

The Business Combination is not conditioned on the Advisory Charter Proposals. Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

Recommendation of the Landcadia Board

THE LANDCADIA BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT LANDCADIA STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE ADVISORY CHARTER PROPOSALS.

The existence of financial and personal interests of one or more of Landcadia’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Landcadia and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Landcadia’s Directors and Officers in the Business Combination” for a further discussion.

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THE STOCK ISSUANCE PROPOSAL

In connection with the Business Combination, we intend to effect the issuance of shares of New Hillman common stock to the stockholders of Hillman Holdco pursuant to the Merger Agreement.

Why Landcadia Needs Stockholder Approval

We are seeking stockholder approval in order to comply with Nasdaq Listing Rule 5635(b) and Nasdaq Listing Rule 5635(d).

Under Nasdaq Listing Rule 5635(b) and Nasdaq Listing Rule 5635(d), stockholder approval is required prior to the issuance of shares of common stock in certain circumstances, including if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance. The maximum aggregate number of shares of Landcadia Class A common stock issuable (i) pursuant to the Merger Agreement and (ii) pursuant to the Subscription Agreement will represent greater than 20% of the number of shares of Landcadia Class A common stock before such issuances and will result in a change of control of Landcadia. As a result, stockholder approval of the issuance of shares Landcadia Class A common stock in connection with the Private Placement and the issuance of shares of New Hillman common stock pursuant to the Merger Agreement is required under the Nasdaq regulations.

Vote Required for Approval

If the Business Combination Proposal is not approved, the Stock Issuance Proposal will not be presented at the Landcadia Special Meeting. The approval of the Stock Issuance Proposal requires the majority of the votes cast by the Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Landcadia Special Meeting.

Failure to submit a proxy at the Landcadia Special Meeting, an abstention from voting or a broker non-vote will have no effect on the Stock Issuance Proposal.

The Business Combination is conditioned on the approval and adoption of the Stock Issuance Proposal. The Stock Issuance Proposal is conditioned on the approval of the other condition precedent proposals. Therefore, if the other condition precedent proposals are not approved, the Stock Issuance Proposal will have no effect, even if approved by the Landcadia Stockholders.

Landcadia’s Sponsors have agreed to vote the founder shares and any public shares owned by them in favor of the Stock Issuance Proposal. See “Other Agreements — A&R Letter Agreement” for more information.

Recommendation of the Landcadia Board

LANDCADIA’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS STOCKHOLDERS VOTE “FOR” THE STOCK ISSUANCE PROPOSAL.

The existence of financial and personal interests of one or more of Landcadia’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Landcadia and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Landcadia’s Directors and Officers in the Business Combination” for a further discussion.

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THE INCENTIVE PLAN PROPOSAL

Overview

Assuming that the Business Combination Proposal and the other condition precedent proposals are approved, Landcadia’s stockholders are also being asked to approve and adopt the Incentive Equity Plan. Our board of directors intends to approve the Incentive Equity Plan prior to, and subject to stockholder approval at, the Landcadia Special Meeting, and, in connection with and following the Business Combination, all equity-based awards will be granted under the Incentive Equity Plan. For further information about the Incentive Equity Plan, please refer to the complete copy of the Incentive Equity Plan, which is attached hereto as Annex F.

After careful consideration, the Landcadia Board believes that approving the Incentive Equity Plan is in the best interests of New Hillman. The Incentive Equity Plan promotes ownership in New Hillman by its employees, non-employee directors and consultants, and aligns incentives between these service providers and stockholders by permitting these service providers to receive compensation in the form of awards denominated in, or based on the value of, our common stock. Therefore, the Landcadia Board recommends that our stockholders approve the Incentive Equity Plan.

Summary of the Incentive Equity Plan

The following summary describes the expected material terms of the Incentive Equity Plan. This summary is not a complete description of all provisions of the Incentive Equity Plan and is qualified in its entirety by reference to the Incentive Equity Plan, a copy of which is attached hereto as Annex F, and we urge you to read it in its entirety.

Purpose

The purpose of the Incentive Equity Plan is to advance our interests by providing for the grant to our employees, directors, consultants and advisors of stock and stock-based awards.

Administration

The Incentive Equity Plan will be administered by our compensation committee, except with respect to matters that are not delegated to the compensation committee by our board of directors (whether pursuant to committee charter or otherwise). The compensation committee (or board of directors, as applicable) will have the discretionary authority to administer and interpret the Incentive Equity Plan and any awards granted under it, determine eligibility for and grant awards, determine the exercise price, base value from which appreciation is measured or purchase price, if any, applicable to any award, determine, modify, accelerate and waive the terms and conditions of any award, determine the form of settlement of awards, prescribe forms, rules and procedures relating to the Incentive Equity Plan and awards, and otherwise do all things necessary or desirable to carry out the purposes of the Incentive Equity Plan or any award. The compensation committee may delegate such of its duties, powers and responsibilities as it may determine to one or more of its members, members of the board of directors and, to the extent permitted by law, our officers, and may delegate to employees and other persons such ministerial tasks as it deems appropriate. As used in this summary, the term “Administrator” refers to the compensation committee and its authorized delegates, as applicable.

Eligibility

Our employees, non-employee directors, consultants and advisors are eligible to participate in the Incentive Equity Plan. Eligibility for stock options intended to be incentive stock options, or ISOs, is limited to our employees or employees of certain of our affiliates. Eligibility for stock options, other than ISOs, and stock appreciation rights, or SARs, is limited to individuals who are providing direct services to us or certain of our affiliates on the date of grant of the award. As of the date of this proxy statement/​prospectus, approximately 3,700 employees and approximately [•] non-employee directors would be eligible to participate in the Incentive Equity Plan following the Business Combination, including all of our executive officers. In addition, certain consultants and other service providers may, in the future, become eligible to

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participate in the Incentive Equity Plan, though, as of the date of this proxy statement/prospectus, no grants to any consultants or other service providers are expected.

Authorized shares

Subject to adjustment as described below, the maximum number of shares of our common stock that may be delivered in satisfaction of awards under the Incentive Equity Plan is (i)             shares, plus (ii) up to an aggregate of             shares of our common stock underlying awards under the Hillman Holdco 2014 Equity Incentive Plan (the “Prior Plan”) that on or after the date the Incentive Equity Plan becomes effective, expire or become unexercisable, or are forfeited, cancelled or otherwise terminated, in each case, without delivery of shares or cash therefor, and would have become available under the terms of the Prior Plan (collectively, the “share pool”). Up to            shares may be delivered in satisfaction of ISOs. The number of shares of our common stock delivered in satisfaction of awards under the Incentive Equity Plan is determined (i) by reducing the share pool by the number of shares withheld by us in payment of the exercise price or purchase price of the award or in satisfaction of tax withholding requirements with respect to the award, (ii) by reducing the share pool by the full number of shares covered by any portion of a SAR which is settled in shares of our common stock (and not only the number of shares delivered in settlement of a SAR), and (iii) by increasing the share pool by any shares underlying awards settled in cash or that expire, become unexercisable, terminate or are forfeited to or repurchased by us without the issuance of shares of our common stock (or retention, in the case of restricted stock or unrestricted stock) of shares of our common stock. The number of shares available for delivery under the Incentive Equity Plan will not be increased by any shares that have been delivered under the Incentive Equity Plan and are subsequently repurchased using proceeds directly attributable to stock option exercises.

Shares that may be delivered under the Incentive Equity Plan may be authorized but unissued shares, treasury shares or previously issued shares acquired by us. No fractional shares will be delivered under the Incentive Equity Plan.

Director limits

The maximum value of all compensation granted or paid to any of our non-employee directors with respect to any calendar year, including awards under the Incentive Equity Plan and cash fees or other compensation paid by us to any such director for services as a director during such calendar year, may not exceed $750,000 in the aggregate, calculating the value of any awards under the Incentive Equity Plan based on their grant date fair value and assuming maximum payout.

Types of awards

The Incentive Equity Plan provides for the grant of stock options, SARs, restricted and unrestricted stock and stock units, restricted stock units, performance awards and other awards that are convertible into or otherwise based on our common stock. Dividend equivalents may also be provided in connection with certain awards under the Incentive Equity Plan, provided that any dividend equivalents will be subject to the same risk of forfeiture, if any, as applies to the underlying award.

•

Stock options and SARs.   The Administrator may grant stock options, including ISOs, and SARs. A stock option is a right entitling the holder to acquire shares of our common stock upon payment of the applicable exercise price. A SAR is a right entitling the holder upon exercise to receive an amount (payable in cash or shares of equivalent value) equal to the excess of the fair market value of the shares subject to the right over the base value from which appreciation is measured. The exercise price per share of each stock option, and the base value of each SAR, granted under the Incentive Equity Plan shall be no less than 100% of the fair market value of a share on the date of grant (110% in the case of certain ISOs). Other than in connection with certain corporate transactions or changes to our capital structure, stock options and SARs granted under the Incentive Equity Plan may not be repriced, amended, or substituted for with new stock options or SARs having a lower exercise price or base value, nor may any consideration be paid upon the cancellation of any stock options or SARs that have a per share exercise or base price greater than the fair market value of a share on the date of such cancellation, in each case, without shareholder approval. Each stock option

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and SAR will have a maximum term of not more than ten years from the date of grant (or five years, in the case of certain ISOs).

•

Restricted and unrestricted stock and stock units.   The Administrator may grant awards of stock, stock units, restricted stock and restricted stock units. A stock unit is an unfunded and unsecured promise, denominated in shares, to deliver shares or cash measured by the value of shares in the future, and a restricted stock unit is a stock unit that is subject to the satisfaction of specified performance or other vesting conditions. Restricted stock are shares subject to restrictions requiring that they be forfeited, redelivered or offered for sale to us if specified performance or other vesting conditions are not satisfied.

•

Performance awards.   The Administrator may grant performance awards, which are awards subject to the achievement of performance criteria.

•

Other share-based awards.   The Administrator may grant other awards that are convertible into or otherwise based on shares of our common stock, subject to such terms and conditions as it determines.

•

Substitute awards.   The Administrator may grant substitute awards in connection with certain corporate transactions, which may have terms and conditions that are inconsistent with the terms and conditions of the Incentive Equity Plan.

Vesting; terms of awards

The Administrator determines the terms and conditions of all awards granted under the Incentive Equity Plan, including the time or times an award vests or becomes exercisable, the terms and conditions on which an award remains exercisable, and the effect of termination of a participant’s employment or service on an award. The Administrator may at any time accelerate the vesting or exercisability of an award. The Administrator may cancel, rescind, withhold or otherwise limit or restrict any award if a participant is not in compliance with all applicable provisions of the Incentive Equity Plan and/or any award agreement evidencing the grant of an award, or if the participant breaches any restrictive covenants.

Recovery of compensation

The Administrator may provide that any outstanding award, the proceeds of any award or shares acquired thereunder and any other amounts received in respect of any award or shares acquired thereunder will be subject to forfeiture and disgorgement to us, with interest and other related earnings, if the participant to whom the award was granted is not in compliance with any provision of the Incentive Equity Plan or any award, any non-competition, non-solicitation, no-hire, non-disparagement, confidentiality, invention assignment or other restrictive covenant, or any company policy that relates to trading on non-public information and permitted transactions with respect to shares of our common stock or provides for forfeiture, disgorgement or clawback, or as otherwise required by law or applicable stock exchange listing standards.

Transferability of awards

Except as the Administrator may otherwise determine, awards may not be transferred other than by will or by the laws of descent and distribution.

Effect of certain transactions

In the event of certain covered transactions (including the consummation of a consolidation, merger or similar transaction, the sale of all or substantially all of our assets or shares of our common stock, or our dissolution or liquidation), the Administrator may, with respect to outstanding awards, provide for (in each case, on such terms and subject to such conditions as it deems appropriate):

•

The assumption, substitution or continuation of some or all awards (or any portion thereof) by the acquiror or surviving entity;

•

The acceleration of exercisability or delivery of shares in respect of any award, in full or in part; and/or

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•

The cash payment in respect of some or all awards (or any portion thereof) equal to the difference between the fair market value of the shares subject to the award and its exercise or base price, if any.

Except as the Administrator may otherwise determine, each award will automatically terminate or be forfeited immediately upon the consummation of the covered transaction, other than awards that are substituted for, assumed, or that continue following the covered transaction.

Adjustment provisions

In the event of certain corporate transactions, including a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in our capital structure, the Administrator shall make appropriate adjustments to the maximum number of shares that may be delivered under the Incentive Equity Plan, the individual award limits, the number and kind of securities subject to, and, if applicable, the exercise or purchase prices (or base values) of outstanding awards, and any other provisions affected by such event. The Administrator may also make any such adjustments if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Incentive Equity Plan or any outstanding awards. The Administrator is not required to treat participants or awards (or portions thereof) in a uniform manner in connection in the event of a covered transaction.

Amendments and termination

The Administrator may at any time amend the Incentive Equity Plan or any outstanding award and may at any time suspend or terminate the Incentive Equity Plan as to future grants. However, except as expressly provided in the Incentive Equity Plan, the Administrator may not alter the terms of an award so as to materially and adversely affect a participant’s rights without the participant’s consent (unless the Administrator expressly reserved the right to do so in the applicable award agreement). Any amendments to the Incentive Equity Plan will be conditioned on shareholder approval to the extent required by applicable law, regulations or stock exchange requirements.

Term

No awards shall be granted under the Incentive Equity Plan after the completion of ten years from the date on which the Incentive Equity Plan is approved by the board of directors or approved by our stockholders (whichever is earlier), but awards previously granted may extend beyond that time.

Certain Federal Income Tax Consequences of the Incentive Equity Plan

The following is a summary of certain U.S. federal income tax consequences associated with awards granted under the Incentive Equity Plan. The summary does not purport to cover federal employment tax or other U.S. federal tax consequences that may be associated with the Incentive Equity Plan, nor does it cover state, local or non-U.S. taxes, except as may be specifically noted. The Incentive Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended, and is not intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

Stock options (other than ISOs)

In general, a participant has no taxable income upon the grant of a stock option that is not intended to be an ISO (an “NSO”) but realizes income in connection with the exercise of the NSO in an amount equal to the excess (at the time of exercise) of the fair market value of the shares acquired upon exercise over the exercise price. A corresponding deduction is generally available to us, subject to the limitations set forth in the Code. Upon a subsequent sale or exchange of the shares, any recognized gain or loss is treated as a capital gain or loss for which we are not entitled to a deduction.

ISOs

In general, a participant realizes no taxable income upon the grant or exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the participant. With some exceptions, a disposition of shares purchased pursuant to an ISO within two years from the date of grant or within

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one year after exercise produces ordinary income to the participant (and generally a deduction to us, subject to the limitations set forth in the Code) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which we are not entitled to a deduction. If the participant does not dispose of the shares until after the expiration of these one and two-year holding periods, any gain or loss recognized upon a subsequent sale of shares purchased pursuant to an ISO is treated as a long-term capital gain or loss for which we are not entitled to a deduction.

SARs

The grant of a SAR does not itself result in taxable income, nor does taxable income result merely because a SAR becomes exercisable. In general, a participant who exercises a SAR for shares of stock or receives payment in cancellation of a SAR will have ordinary income equal to the amount of any cash and the fair market value of any stock received upon such exercise. A corresponding deduction is generally available to us, subject to the limitations set forth in the Code.

Unrestricted stock awards

A participant who purchases or is awarded unrestricted stock generally has ordinary income equal to the excess of the fair market value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to us, subject to the limitations set forth in the Code.

Restricted stock awards

A participant who is awarded or purchases shares subject to a substantial risk of forfeiture generally does not have income until the risk of forfeiture lapses. When the risk of forfeiture lapses, the participant has ordinary income equal to the excess of the fair market value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to us, subject to the limitations set forth in the Code. However, a participant may make an election under Section 83(b) of the Code to be taxed on restricted stock when it is acquired rather than later, when the substantial risk of forfeiture lapses. A participant who makes an effective 83(b) election will realize ordinary income equal to the fair market value of the shares as of the time of acquisition less any price paid for the shares. A corresponding deduction will generally be available to us, subject to the limitations set forth in the Code. If a participant makes an effective 83(b) election, no additional income results by reason of the lapsing of the restrictions.

For purposes of determining capital gain or loss on a sale of shares awarded under the Incentive Equity Plan, the holding period in the shares begins when the participant recognizes taxable income with respect to the transfer. The participant’s tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. However, if a participant makes an effective 83(b) election and later forfeits the shares, the tax loss realized as a result of the forfeiture is limited to the excess of what the participant paid for the shares (if anything) over the amount (if any) realized in connection with the forfeiture.

Restricted stock units

The grant of a restricted stock unit does not itself generally result in taxable income. Instead, the participant is taxed upon vesting (and a corresponding deduction is generally available to us, subject to the limitations set forth in the Code), unless he or she has made a proper election to defer receipt of the shares (or cash if the award is cash settled) under Section 409A of the Code. If the shares delivered are restricted for tax purposes, the participant will instead be subject to the rules described above for restricted stock.

Application of Section 409A of the Code

Section 409A of the Code imposes an additional 20% tax and interest on an individual receiving non-qualified deferred compensation under a plan that fails to satisfy certain requirements.

While the awards to be granted pursuant to the Incentive Equity Plan are expected to be designed in a manner intended to comply with the requirements of Section 409A of the Code, if they are not exempt from coverage under such section, if they do not, a participant could be subject to additional taxes and interest.

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New Equity Incentive Plan Benefits

Because future awards under the Incentive Equity Plan will be granted in the discretion of the Administrator, the type, number, recipients, and other terms of such awards cannot be determined at this time.

Registration with the SEC

If the Incentive Equity Plan is approved by our stockholders and becomes effective, New Hillman is expected to file with the SEC a registration statement on Form S-8 registering the New Hillman common stock reserved for issuance under the Incentive Equity Plan as soon as reasonably practicable after becoming eligible to use such form.

Equity Compensation Plan Information

Landcadia did not maintain, or have any securities authorized for issuance under, any equity compensation plans as of December 31, 2020.

Vote Required for Approval

The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Failure to submit a proxy at the Landcadia Special Meeting, an abstention from voting and a broker non-vote will have no effect on the outcome of the Incentive Plan Proposal. The Business Combination is conditioned on the approval and adoption of the Incentive Plan Proposal. The Incentive Plan Proposal is conditioned upon the approval of the other condition precedent proposals. If the other condition precedent proposals are not approved, the Incentive Plan Proposal will have no effect, even if approved by our stockholders.

Recommendation of the Landcadia Board

THE LANDCADIA BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT LANDCADIA STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

The existence of financial and personal interests of one or more of Landcadia’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Landcadia and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Landcadia’s Directors and Officers in the Business Combination” for a further discussion.

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THE ESPP PROPOSAL

Overview

Assuming that the Business Combination Proposal, the Charter Proposal, the Stock Issuance Proposals and the Incentive Plan Proposal are approved, Landcadia’s stockholders are also being asked to approve the Hillman Solutions Corp. 2021 Employee Stock Purchase Plan (the “ESPP”). Our board of directors intends to approve the ESPP prior to, and subject to stockholder approval at, the Special Meeting. The purpose of the ESPP is to encourage employee stock ownership, thus aligning employee interests with those of our stockholders, and to enhance the ability of New Hillman to attract, motivate and retain qualified employees. We believe that the ESPP will offer a convenient means for our employees who might not otherwise own our common stock to purchase and hold shares.

A copy of the ESPP is included as Annex G to this proxy statement/prospectus. A more complete understanding of the ESPP’s terms is available by reading the ESPP in its entirety. We are seeking stockholder approval to qualify the ESPP as an “employee stock purchase plan” under Section 423 of the Code and the related regulations.

Summary of the ESPP

The following summary describes the material terms of the ESPP. This summary is not a complete description of all provisions of the ESPP and is qualified in its entirety by reference to the ESPP, which is filed as an exhibit to the registration statement of which this prospectus is a part.

Purpose

The purpose of the ESPP is to enable eligible employees of us and our participating subsidiaries to use payroll deductions to purchase shares of our common stock, and thereby acquire an interest in us. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code.

Administration

The ESPP will be administered by our compensation committee, which will have the discretionary authority to interpret the ESPP, determine eligibility under the ESPP, prescribe forms, rules and procedures relating to the ESPP, and otherwise do all things necessary or desirable to carry out the purposes of the ESPP. Our compensation committee may delegate such of its duties, powers and responsibilities as it may determine to one or more of its members, members of our board of directors and our officers and employees, in each case, to the extent permitted by law. As used in this summary, the term “Administrator” refers to our compensation committee and its authorized delegates, as applicable.

Shares subject to the ESPP

Subject to adjustment as described below, the aggregate number of shares of our common stock available for purchase pursuant to the exercise of options under the ESPP is [•] shares. Shares to be delivered upon exercise of options under the ESPP may be authorized but unissued shares, treasury shares, or previously issued shares acquired by us. If any option granted under the ESPP expires or terminates for any reason without having been exercised in full or ceases for any reason to be exercisable in whole or in part, the unpurchased shares subject to such option will again be available for purchase under the ESPP.

Eligibility

Participation in the ESPP will generally be limited to our employees and employees of any participating subsidiaries (i) who have been continuously employed by us or one of our participating subsidiaries, as applicable, for a period of at least six months as of the first day of an applicable offering period, (ii) whose customary employment with us or one of our subsidiaries, as applicable, is for more than five months per calendar year, (iii) who customarily work 20 hours or more per week, (iv) who are not highly compensated employees who are subject to Section 16 of the Exchange Act and (v) who satisfy the requirements set forth in the ESPP. The Administrator may establish additional or other eligibility requirements, or change the

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requirements described in this paragraph, to the extent consistent with Section 423 of the Code. Any employee who owns (or is deemed under statutory attribution rules to own) shares possessing five percent or more of the total combined voting power or value of all classes of shares of us or our parent or subsidiaries, if any, will not be eligible to participate in the ESPP.

General terms of participation

The ESPP allows eligible employees to purchase shares of our common stock during specified offering periods. Unless otherwise determined by the Administrator, offering periods under the ESPP will be [•] months in duration and commence on the first payroll day of [•], [•], [•] and [•] of each year. During each offering period, eligible employees will be granted an option to purchase shares of our common stock on the last business day of the offering period. A participant may purchase a maximum of [•] shares with respect to any offering period (or such lesser number as the Administrator may prescribe). No participant will be granted an option under the ESPP that permits the participant’s right to purchase shares of our common stock under the ESPP and under all other employee stock purchase plans of us or our parent or subsidiaries, if any, to accrue at a rate that exceeds $25,000 in fair market value (or such other maximum as may be prescribed by the Code) for each calendar year during which any option granted to the participant is outstanding at any time, determined in accordance with Section 423 of the Code.

The purchase price of each share issued pursuant to the exercise of an option under the ESPP on an exercise date will be 85% (or such greater percentage as specified by the Administrator) of the fair market value of a share of our common stock on the exercise date, which will be the last business day of the offering period.

The Administrator has the discretion to change the commencement and exercise dates of offering periods, the purchase price, the maximum number of shares that may be purchased with respect to any offering period, the duration of any offering periods and other terms of the ESPP, in each case, without shareholder approval, except as required by law.

Participants in the ESPP will pay for shares purchased under the ESPP through payroll deductions, or otherwise to the extent permitted by the Administrator. Participants may elect to authorize payroll deductions between one and [•] percent of the participant’s eligible compensation each payroll period.

Transfer restrictions

Shares of our common stock purchased under the ESPP may not be transferred or sold by a participant, other than by will or by the laws of descent and distribution, for a period of three months following the date on which such shares were purchased, or such other period as may be determined by the Administrator.

Adjustments

In the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization, or other change in our capital structure that constitutes an equity restructuring, the Administrator will make appropriate adjustments to the aggregate number and type of shares available for purchase under the ESPP, the number and type of shares granted under any outstanding options, the maximum number and type of shares purchasable under any outstanding option and/or the purchase price per share under any outstanding option.

Corporate transactions

In the event of a (i) sale of all or substantially all of our then-outstanding common stock or a sale of all or substantially all of our assets, or (ii) merger or similar transaction in which we are not the surviving corporation or which results in the acquisition of us by another person, the Administrator may provide that each outstanding option will be assumed or substituted for or will be cancelled and the balances of participants’ accounts returned, or that the option period will end before the date of the proposed corporate transaction.

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Amendments and termination

The Administrator has discretion to amend the ESPP to any extent and in any manner it may deem advisable, provided that any amendment that would be treated as the adoption of a new plan for purposes of Section 423 of the Code will require shareholder approval. The Administrator may suspend or terminate the ESPP at any time.

Material U.S. Federal Income Tax Consequences

The following discussion of certain relevant United States federal income tax consequences applicable to the purchase of shares under the ESPP is only a summary of certain of the United States federal income tax consequences applicable to United States residents under the ESPP, and reference is made to the Code for a complete statement of all relevant federal tax provisions. No consideration has been given to the effects of foreign, state, local and other laws (tax or other) on the ESPP or on a participant, which laws will vary depending upon the particular jurisdiction or jurisdictions involved. In particular, participants who are stationed outside the United States may be subject to foreign taxes as a result of the ESPP.

No taxable income will be recognized by a participant, and no deductions will be allowable to New Hillman, upon either the grant or the exercise of rights to purchase shares. A participant only will recognize income when the shares acquired under the ESPP are sold or otherwise disposed of. The tax due upon sale or other disposition of the acquired shares depends on the length of time that the participant holds the shares.

If the participant sells or otherwise disposes of the purchased shares within two years after the start date of the offering period pursuant to which the shares were acquired or within one year after the actual purchase date of those shares, the participant generally will recognize ordinary income in the year of sale or disposition equal to the amount by which the fair market value of the shares on the purchase date exceeded the purchase price paid for those shares. New Hillman will be entitled to a corresponding income tax deduction for the amount of income recognized for the taxable year in which such disposition occurs. The amount of this ordinary income will be added to the participant’s basis in the shares, and any additional gain or loss recognized upon the sale or disposition will be a capital gain or loss. If the shares have been held for more than one year since the date of purchase, the gain or loss will be long-term capital gain.

If the participant sells or disposes of the purchased shares more than two years after the start date of the offering period pursuant to which the shares were acquired and more than one year after the actual purchase date of those shares, then the participant generally will recognize ordinary income in the year of sale or disposition equal to the lesser of (i) the amount by which the fair market value of the shares on the sale or disposition date exceeded the purchase price paid for those shares, or (ii) 15% of the fair market value of the shares on the start date of that offering period. Any additional gain upon the disposition will be taxed as a long-term capital gain. Alternatively, if the fair market value of the shares on the date of the sale or disposition is less than the purchase price, there will be no ordinary income and any loss recognized will be a long-term capital loss. New Hillman will not be entitled to an income tax deduction with respect to such disposition.

The tax consequences to a participant may vary depending upon the participant’s individual situation. In addition, various state laws may provide for tax consequences that vary significantly from those described above.

New Plan Benefits

Participation in the ESPP is entirely within the discretion of the eligible employees. Because we cannot presently determine the participation levels by employee, the rate of contributions by employees and the eventual purchase price under the ESPP, it is not possible to determine the value of benefits which may be obtained by executive officers and other employees under the ESPP. Non-employee directors are not eligible to participate in the ESPP.

Registration with the SEC

If the ESPP is approved by our stockholders and becomes effective, New Hillman is expected to file a registration statement on Form S-8 registering the shares reserved for issuance under the ESPP as soon as reasonably practicable after becoming eligible to use such form.

124

Vote Required for Approval

The approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Failure to submit a proxy at the Special Meeting and a broker non-vote will have no effect on the outcome of the ESPP Proposal. The Business Combination is not conditioned on the ESPP Proposal. The ESPP Proposal is conditioned upon the approval of the condition precedent proposals. If the condition precedent proposals are not approved, the ESPP Proposal will have no effect, even if approved by our stockholders.

Recommendation of the Landcadia Board

THE LANDCADIA BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT LANDCADIA STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ESPP PROPOSAL.

125

THE DIRECTOR ELECTION PROPOSAL

Overview

The Company’s board of directors is currently divided into three classes, with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

Director Nominees

Landcadia’s Board has determined to increase the size of the board of directors from four to nine if the transaction is completed.

Landcadia’s stockholders are being asked to consider and vote upon a proposal to elect three directors to serve as Class I directors, three directors to serve as Class II directors and three directors to serve as Class III directors, in each case to serve on New Hillman’s board of directors for a term expiring at the annual meeting of stockholders to be held in, respectively, 2022 in the case of Class I directors, 2023 in the case of Class II directors and 2024 in the case of Class III directors, or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal.

Because Landcadia’s Board is currently classified and our directors currently serving in Class I, Class II and Class III have terms that extend beyond the special meeting, these directors have tendered their contingent resignations from their current terms, conditioned upon the approval of the condition precedent proposals, including the Charter Proposal. These resignations will take effect immediately prior to the Closing, and if the requisite vote of the stockholders is obtained, each of these directors will begin a new terms as directors on New Hillman’s Board.

For biographical information concerning each director nominee, see the section entitled “New Hillman Management After The Business Combination — Directors and Officers”.

Vote Required for Approval

The election of directors is decided by a plurality of the votes cast by the stockholders present in person (which would include presence at the virtual special meeting) or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors.

Failure to vote by proxy or to vote in person (which would include voting at the virtual special meeting), an abstention from voting, or a broker non-vote will have no effect on the election of directors.

The Business Combination is conditioned on the approval and adoption of the Director Election Proposal. The Director Election Proposal is conditioned on the approval of the other condition precedent proposals. If the other condition precedent proposals are not approved, Landcadia’s Board will remain as currently composed.

Recommendation of the Landcadia Board

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES TO THE BOARD OF DIRECTORS.

The existence of financial and personal interests of one or more of Landcadia’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Landcadia and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Landcadia’s Directors and Officers in the Business Combination” for a further discussion.

126

THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow Landcadia’s Board to adjourn the Landcadia Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if, based upon the tabulated vote at the time of the Landcadia Special Meeting, there are not sufficient votes to approve the condition precedent proposals, or holders of Landcadia Class A common stock have elected to redeem an amount of Landcadia Class A common stock such that Landcadia would have less than $5,000,001 of net tangible assets or the Minimum Proceeds Condition would not be satisfied or waived by Hillman. In no event will Landcadia’s Board adjourn the Landcadia Special Meeting or consummate the Business Combination beyond the date by which it may properly do so under Landcadia’s existing charter and Delaware law.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Landcadia’s stockholders, Landcadia’s Board may not be able to adjourn the Landcadia Special Meeting to a later date in the event that there are insufficient votes for the approval of the condition precedent proposals, or holders of Landcadia Class A common stock have elected to redeem an amount of Landcadia Class A common stock such that Landcadia would have less than $5,000,001 of net tangible assets or the Minimum Proceeds Condition would not be satisfied or waived by Hillman, and may be unable to consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by October 14, 2022 (subject to the requirements of law), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

Vote Required for Approval

The approval of the Adjournment Proposal requires the majority of the votes cast by the Landcadia Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Landcadia Special Meeting.

Failure to submit a proxy or to vote in person at the Landcadia Special Meeting, an abstention from voting or a broker non-vote will have no effect on the Adjournment Proposal.

The Business Combination is not conditioned upon the approval of the Adjournment Proposal. The Adjournment Proposal is not conditioned on any other proposal.

The Sponsors have agreed to vote the founder shares and any public shares owned by them in favor of the Adjournment Proposal (if necessary). See “Other Agreements — A&R Letter Agreement” for more information.

Recommendation of the Landcadia Board

LANDCADIA’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

The existence of financial and personal interests of one or more of Landcadia’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Landcadia and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of Landcadia’s Directors and Officers in the Business Combination” for a further discussion.

127

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

Introduction

Landcadia and Hillman are providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the business combination. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes.

The unaudited pro forma condensed combined balance sheet as of September 30, 2020 combines the unaudited condensed balance sheet of Landcadia as of September 30, 2020 with the unaudited condensed combined balance sheet of Hillman as of September 30, 2020, giving effect to the Merger.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 combines the unaudited condensed statement of operations of Landcadia for the nine months ended September 30, 2020 with the unaudited condensed combined statement of operations of Hillman for the nine months ended September 30, 2020.The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 combines the audited statement of operations of Landcadia for the year ended December 31, 2019 with the audited combined statement of operations of Hillman for the year ended December 31, 2019. In each case the unaudited pro forma condensed combined statements of operations give effect to the Merger and the Lease Agreement as if they had been consummated on January 1, 2019, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/prospectus:

•

The historical unaudited condensed financial statements of Landcadia as of and for the nine months ended September 30, 2020 and the historical audited financial statements of Landcadia as of and for the year ended December 31, 2019; and

•

The historical unaudited condensed consolidated financial statements of Hillman as of and for the thirty nine weeks ended September 26, 2020 and the historical audited consolidated financial statements as of and for the year ended December 28, 2019.

The foregoing historical financial statements have been prepared in accordance with GAAP. The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information. The pro forma adjustments reflect transaction accounting adjustments related to the Merger, which is discussed in further detail below. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not purport to represent Landcadia’s consolidated results of operations or consolidated financial position that would actually have occurred had the Merger been consummated on the dates assumed or to project Landcadia’s consolidated results of operations or consolidated financial position for any future date or period.

The unaudited pro forma condensed combined financial information should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Landcadia” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hillman,” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Merger

On January 24, 2021, Landcadia and Hillman entered into the Merger Agreement. Pursuant to the Merger Agreement, and assuming a favorable vote of Landcadia stockholders, Merger Sub will be merged with and into Hillman Holdco. Upon Closing, Hillman Holdco will become a wholly-owned subsidiary of Landcadia.

128

Upon Closing, the ownership distribution of the successor entity is anticipated to be as follows, based on the capitalization of each of Landcadia and Hillman Holdco as of January 24, 2021 and assuming the consummation of the Business Combination, and excluding the potential dilutive effect of the exercise of warrants, stock options or other equity awards. The table below assumes that the maximum number of 14,200,000 public shares are redeemed (with the number of redemptions being determined by assuming that the redemption price is $10.00 per share and that the maximum number of redemptions which may occur is that number that still enables the conditions to closing under the Merger Agreement to be satisfied.

​	Assuming No Redemptions						Assuming Maximum Redemptions(1)
Total Capitalization (in millions)	$		Shares		%		$		Shares		%
Hillman Holdco stockholders	​	913	​	91.3	​	48.7	​	913	​	91.3	​	52.7
Landcadia Stockholders(2)	​	500	​	50.0	​	26.7	​	358	​	35.8	​	20.7
PIPE Investors(3)	​	350	​	35.0	​	18.7	​	350	​	35.0	​	20.2
SPAC Sponsors – JFG Sponsor(4)	​	72	​	7.2	​	3.8	​	72	​	7.2	​	4.1
SPAC Sponsors – TJF Sponsor	​	40	​	4.0	​	2.1	​	40	​	4.0	​	2.3
Total Shares	​	1,875	​	187.5	​	100.0	​	1,733	​	173.3	​	100.0

(1)

Assumes that holders of 14.2 million public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share.

(2)

Includes 1,500,000 public shares held by Jefferies LLC, a subsidiary of JFG Sponsor.

(3)

Excludes 2.5 million shares held by JFG Sponsor through additional investment in the Private Placement.

(4)

Includes 2.5 million shares held by JFG Sponsor through additional investment in the Private Placement and excludes 1,500,000 public shares held by Jefferies LLC.

Accounting for the Merger

The Merger will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Landcadia has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the Hillman equity holders having a relative majority of the voting power of the combined entity, Hillman having the authority to appoint a majority of directors on the Board of Directors, and senior management of Hillman comprising the majority of the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of Hillman with the acquisition being treated as the equivalent of Hillman issuing stock for the net assets of Landcadia, accompanied by a recapitalization. The net assets of Landcadia will be stated at historical cost, with no goodwill or other intangible assets recorded.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to the transaction accounting required for the Merger. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of the combined entity upon the Closing.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined entity will experience. Landcadia and Hillman have not had any historical relationship prior to the Merger. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

129

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemptions of Class A common stock into cash:

•

Assuming No Redemptions.   This presentation assumes:

•

No stockholders of Class A common stock exercise their redemption rights with respect to their redeemable Class A common stock upon the Closing.

•

Assuming Maximum Redemptions.   This presentation assumes:

•

Stockholders representing 14.2 million shares of Class A common stock exercise their redemption rights with respect to their redeemable Class A common stock upon the Closing for a total redemption price of $142 million, with the number of redemptions being determined by assuming that the redemption price is $10.00 per share and that the maximum number of redemptions that may occur is that number that still enables the conditions to closing under the Merger Agreement to be satisfied.

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different.

130

Unaudited Pro Forma Condensed Combined Balance Sheet
(in thousands)

​

As of September 26, 2020 Hillman Historical

As of September 30, 2020 Landcadia III Historical

Total Pro Forma Adjustments (Assuming No Redemptions)

​

Combined Pro Forma Combined Assuming No Redemptions

Total Pro Forma Adjustments (Assuming Maximum Redemptions)

​

Combined Pro Forma Combined Assuming Maximum Redemptions

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

32,936

​

—

​

500,000

(A)

​

107,549

​

(142,002)

(I)

​

61,500

​

​

​

​

​

​

86

(B)

​

​

​

95,954

(J)

​

​

​

​

​

​

​

​

375,000

(C)

​

​

​

​

​

​

​

​

​

​

​

​

​

(709,487)

(D)

​

​

​

​

​

​

​

​

​

​

​

​

​

(90,987)

(E)

​

​

​

​

​

​

​

Accounts receivable, net

​

148,354

​

—

​

​

​

​

148,354

​

​

​

​

148,354

Inventories, net

​

338,191

​

—

​

​

​

​

338,191

​

​

​

​

338,191

Other current assets

​

23,946

​

—

​

​

​

​

23,946

​

​

​

​

23,946

Total current assets

​

543,427

​

—

​

74,613

​

​

618,040

​

(46,049)

​

​

571,991

Property, Plant, and Equipment, net

​

182,937

​

—

​

​

​

​

182,937

​

​

​

​

182,937

Other assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Goodwill

​

817,781

​

—

​

​

​

​

817,781

​

​

​

​

817,781

Other intangibles, net

​

839,322

​

—

​

​

​

​

839,322

​

​

​

​

839,322

Operating lease right of use assets

​

78,546

​

—

​

​

​

​

78,546

​

​

​

​

78,546

Deferred tax asset

​

1,514

​

—

​

​

​

​

1,514

​

​

​

​

1,514

Other assets

​

11,154

​

—

​

​

​

​

11,154

​

​

​

​

11,154

Deferred offering costs

​

—

​

377

​

​

​

​

377

​

​

​

​

377

Total other assets

​

1,748,317

​

377

​

—

​

​

1,748,694

​

—

​

​

1,748,694

Total assets

​

2,474,681

​

377

​

74,613

​

​

2,549,671

​

(46,049)

​

​

2,503,622

LIABILITIES AND SHAREHOLDERS’ EQUITY

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accounts payable

​

166,771

​

215

​

​

​

​

166,986

​

​

​

​

166,986

Current portion of debt and capital leases

​

11,423

​

—

​

​

​

​

11,423

​

​

​

​

11,423

Current portion of operating lease liabilities

​

12,235

​

—

​

​

​

​

12,235

​

​

​

​

12,235

Accrued expenses

​

89,786

​

—

​

​

​

​

89,786

​

​

​

​

89,786

Notes payable, affiliates

​

—

​

162

​

​

​

​

162

​

​

​

​

162

Total current liabilities

​

280,215

​

377

​

—

​

​

280,592

​

—

​

​

280,592

Other liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Long term debt, net of deferred financing costs

​

1,562,428

​

—

​

(709,487)

(D)

​

852,941

​

97,633

(J)

​

950,574

Deferred underwriting fee payable

​

—

​

—

​

​

​

​

—

​

​

​

​

—

Deferred tax liabilities

​

187,938

​

—

​

​

​

​

187,938

​

​

​

​

187,938

Operating lease liabilities

​

70,474

​

—

​

​

​

​

70,474

​

​

​

​

70,474

Other non-current liabilities

​

32,524

​

—

​

​

​

​

32,524

​

​

​

​

32,524

Total other liabilities

​

1,853,364

​

—

​

(709,487)

​

​

1,143,877

​

97,633

​

​

1,241,510

Shareholders’ equity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A Common stock

​

—

​

—

​

5

(A)

​

19

​

(1)

(I)

​

18

​

​

​

​

​

​

4

(C)

​

​

​

​

​

​

​

​

​

​

​

​

​

9

(G)

​

​

​

​

​

​

​

​

​

​

​

​

​

1

(H)

​

​

​

​

​

​

​

Class B Common stock

​

—

​

1

​

(1)

(F)

​

—

​

​

​

​

—

Paid-in capital

​

557,177

​

1

​

499,995

(A)

​

1,341,258

​

(142,001)

(I)

​

1,197,578

​

​

​

​

​

​

86

(B)

​

​

​

(1,679)

(J)

​

​

​

​

​

​

​

​

374,996

(C)

​

​

​

​

​

​

​

​

​

​

​

​

​

(90,987)

(E)

​

​

​

​

​

​

​

​

​

​

​

​

​

(1)

(F)

​

​

​

​

​

​

​

​

​

​

​

​

​

(9)

(G)

​

​

​

​

​

​

​

​

​

​

​

​

​

(1)

(H)

​

​

​

​

​

​

​

Accumulated deficit

​

(179,535)

​

—

​

​

​

​

(179,535)

​

​

​

​

(179,535)

Accumulated other comprehensive loss

​

(36,540)

​

—

​

​

​

​

(36,540)

​

​

​

​

(36,540)

Note receivable, affiliates

​

—

​

(2)

​

2

(F)

​

—

​

​

​

​

—

Total shareholders’ equity

​

341,102

​

—

​

784,100

​

​

1,125,202

​

(143,682)

​

​

981,520

Total liabilities and shareholders’ equity

​

2,474,681

​

377

​

74,613

​

​

2,549,671

​

(46,049)

​

​

2,503,622

131

Unaudited Pro Forma Condensed Combined Statement of Operations
(in thousands, except share and per share amounts)

​

For the Thirty-nine Weeks Ended September 26, 2020 Hillman Historical

For the Nine Months Ended September 30, 2020 Landcadia III Historical

Total Pro Forma Adjustments (Assuming No Redemptions)

​

Combined Pro Forma Combined Assuming No Redemptions

​

Total Pro Forma Adjustments (Assuming Maximum Redemptions)

​

Combined Pro Forma Combined Assuming Maximum Redemptions

​

Net sales

​

1,041,226

​

—

​

—

​

​

1,041,226

​

​

​

​

​

1,041,226

​

Cost of sales

​

590,294

​

—

​

—

​

​

590,294

​

​

​

​

​

590,294

​

Selling, general and administrative expenses

​

292,056

​

—

​

—

​

​

292,056

​

​

​

​

​

292,056

​

Depreciation

​

50,673

​

—

​

—

​

​

50,673

​

​

​

​

​

50,673

​

Amortization

​

44,596

​

—

​

—

​

​

44,596

​

​

​

​

​

44,596

​

Management fees to related party

​

451

​

—

​

—

​

​

451

​

​

​

​

​

451

​

Other (income) expense

​

(2,120)

​

—

​

—

​

​

(2,120)

​

​

​

​

​

(2,120)

​

Total operating expense

​

975,950

​

—

​

—

​

​

975,950

​

​

—

​

​

975,950

​

Income (loss) from Operations

​

65,276

​

—

​

—

​

​

65,276

​

​

—

​

​

65,276

​

Interest expense, net

​

67,746

​

—

​

(22,059)

(AA)

​

45,687

​

​

3,036

(BB)

​

48,723

​

Interest expense on junior subordinated debentures

​

9,555

​

—

​

—

​

​

9,555

​

​

​

​

​

9,555

​

Investment income

​

1,169

​

—

​

—

​

​

1,169

​

​

​

​

​

1,169

​

Loss on mark-to-market adjustment of interest rate swap

​

(283)

​

—

​

—

​

​

(283)

​

​

​

​

​

(283)

​

Income (loss) before income taxes

​

(12,911)

​

—

​

22,059

​

​

9,148

​

​

(3,036)

​

​

6,112

​

Income tax expense (benefit)

​

(9,593)

​

—

​

—

​

​

(9,593)

​

​

​

​

​

(9,593)

​

Net income (loss)

​

(3,318)

​

—

​

22,059

​

​

18,741

​

​

(3,036)

​

​

15,705

​

Foreign currency translation adjustment

​

(4,500)

​

—

​

—

​

​

(4,500)

​

​

—

​

​

(4,500)

​

Comprehensive income (loss)

​

(7,818)

​

—

​

22,059

​

​

14,241

​

​

(3,036)

​

​

11,205

​

Net earnings:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic earnings per share

​

​

​

—

​

​

​

​

0.10

​

​

​

​

​

0.09

​

Diluted earnings per share

​

​

​

—

​

​

​

​

0.10

​

​

​

​

​

0.09

​

Average shares outstanding

​

​

​

6,937,041

​

​

​

​

187,476,425

(CC)

​

​

​

​

173,276,425

(CC)

Diluted shares outstanding

​

​

​

6,937,041

​

​

​

​

187,476,425

(CC)

​

​

​

​

173,276,425

(CC)

132

Unaudited Pro Forma Condensed Combined Statement of Operations
(in thousands, except share and per share amounts)

​

For the Twelve Months Ended December 28, 2019 Hillman Historical

For the Twelve Months Ended December 31, 2019 Landcadia III Historical

Total Pro Forma Adjustments (Assuming No Redemptions)

​

Combined Pro Forma Combined Assuming No Redemptions

​

Total Pro Forma Adjustments (Assuming Maximum Redemptions)

​

Combined Pro Forma Combined Assuming Maximum Redemptions

​

Net sales

​

1,214,362

​

—

​

—

​

​

1,214,362

​

​

​

​

​

1,214,362

​

Cost of sales

​

693,881

​

—

​

—

​

​

693,881

​

​

​

​

​

693,881

​

Selling, general and administrative expenses

​

382,131

​

—

​

—

​

​

382,131

​

​

​

​

​

382,131

​

Depreciation

​

65,658

​

—

​

—

​

​

65,658

​

​

​

​

​

65,658

​

Amortization

​

58,910

​

—

​

—

​

​

58,910

​

​

​

​

​

58,910

​

Management fees to related party

​

562

​

—

​

—

​

​

562

​

​

​

​

​

562

​

Other (income) expense

​

5,525

​

—

​

—

​

​

5,525

​

​

​

​

​

5,525

​

Total operating expense

​

1,206,667

​

—

​

—

​

​

1,206,667

​

​

—

​

​

1,206,667

​

Income (loss) from Operations

​

7,695

​

—

​

—

​

​

7,695

​

​

—

​

​

7,695

​

Interest expense, net

​

101,613

​

—

​

(29,412)

(DD)

​

72,201

​

​

4,047

(EE)

​

76,249

​

Interest expense on junior subordinated debentures

​

12,608

​

—

​

—

​

​

12,608

​

​

​

​

​

12,608

​

Investment income

​

(378)

​

—

​

—

​

​

(378)

​

​

​

​

​

(378)

​

Loss on mark-to-market adjustment of interest rate swap

​

2,608

​

—

​

—

​

​

2,608

​

​

​

​

​

2,608

​

Loss on extinguishment of debt

​

—

​

—

​

—

​

​

—

​

​

​

​

​

—

​

Income (loss) before income taxes

​

(108,756)

​

—

​

29,412

​

​

(79,344)

​

​

(4,047)

​

​

(83,392)

​

Income tax expense (benefit)

​

(5,370)

​

—

​

—

​

​

(5,370)

​

​

​

​

​

(5,370)

​

Net income (loss)

​

(103,386)

​

—

​

29,412

​

​

(73,974)

​

​

(4,047)

​

​

(78,022)

​

Foreign currency translation adjustment

​

5,550

​

—

​

—

​

​

5,550

​

​

​

​

​

5,550

​

Comprehensive income (loss)

​

(97,836)

​

—

​

29,412

​

​

(68,424)

​

​

(4,047)

​

​

(72,472)

​

Net earnings:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic earnings per share

​

​

​

—

​

​

​

​

(0.39)

​

​

​

​

​

(0.45)

​

Diluted earnings per share

​

​

​

—

​

​

​

​

(0.39)

​

​

​

​

​

(0.45)

​

Average shares outstanding

​

​

​

6,037,500

​

​

​

​

187,476,425

(FF)

​

​

​

​

173,276,425

(FF)

Diluted shares outstanding

​

​

​

6,037,500

​

​

​

​

187,476,425

(FF)

​

​

​

​

173,276,425

(FF)

133

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1.   Basis of Presentation

The pro forma adjustments have been prepared as if the Merger and the Lease Agreement had been consummated on September 30, 2020, in the case of the unaudited pro forma condensed combined balance sheet, and as if the Merger had been consummated on January 1, 2019, the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations.

The unaudited pro forma condensed combined financial information has been prepared assuming the following methods of accounting in accordance with GAAP.

The Merger will be accounted for as a reverse recapitalization in accordance with GAAP. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of Hillman with the acquisition being treated as the equivalent of Hillman issuing stock for the net assets of Landcadia, accompanied by a recapitalization. The net assets of Landcadia will be stated at historical cost, with no goodwill or other intangible assets recorded.

The pro forma adjustments represent management’s estimates based on information available as of the date of this proxy statement/prospectus and are subject to change as additional information becomes available and additional analyses are performed. Management considers this basis of presentation to be reasonable under the circumstances.

One-time direct and incremental transaction costs anticipated to be incurred prior to, or concurrent with, the Closing are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to the combined entity’s additional paid-in capital and are assumed to be cash settled.

2. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2020

The adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2020 are as follows:

(A)

Represents the proceeds of $500.0 million raised in the Landcadia IPO on October 14, 2020. Proceeds are cash and investments and related interest held in the Trust Account that become available in conjunction with the business combination.

(B)

Represents interest earned on Landcadia IPO proceeds held in the trust account.

(C)

Represents the pro forma adjustment to record the net proceeds of $375.0 million from the private placement and issuance of 37.5 million shares of Class A common stock to the PIPE Investors.

(D)

Represents the net adjustment resulting from the pay down of existing debt and issuance of new debt. The debt is syndicated between several banking institutions, which may result in certain portions of debt accounted for as a modification while others may result in extinguishment. Interest expense is expected to decrease as a result of the net reduction in debt. Pro-forma adjustments for the reduction in interest expense and impacts of modifications and/or extinguishments will be included when such information becomes available.

(E)

Represents transaction costs of $91.0 million. Of the total amount shown, no amounts were incurred and accrued for on the balance sheet as of September 30, 2020.

(F)

Represents the elimination of Landcadia’s historical notes receivable.

(G)

Represents issuance of 91.3 million shares of Class A Common Stock to existing Hillman equity holders as consideration for the reverse recapitalization.

(H)

Represents adjustment to present 8.7 million shares of Class A Common Stock held by the Landcadia Sponsors.

(I)

Represents the pro forma adjustment to record the redemption of 14.2 million shares of common stock given a maximum redemption scenario, at an assumed redemption price of $10 per share, inclusive of related interest earned on funds held in the Trust Account.

(J)

Represents an adjustment to the planned net reduction of debt, inclusive of incremental transaction costs of $1.7 million.

134

3.   Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine months ended September 30, 2020

The adjustments included in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 are as follows:

(AA)

Represents the pro forma adjustment to record the reduction in interest expense associated with the planned net reduction in debt at an effective interest rate of 4.1% for the nine months ended September 30, 2020.

(BB)

Represents the pro forma adjustment to record the incremental increase in interest expense associated with the change to the planned reduction in debt under a maximum redemption scenario at an effective interest rate of 4.1% for the nine months ended September 30, 2020.

(CC)

Represents net loss per share computed by dividing net loss by the weighted average number of common shares outstanding for the nine months ended September 30, 2020.

4.   Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Statement of Operations for the Twelve Months Ended December 31, 2019

The adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 are as follows:

(DD)

Represents the pro forma adjustment to record the reduction in interest expense associated with the planned net reduction in debt at an effective interest rate of 4.1% for the year ended December 31, 2020.

(EE)

Represents the pro forma adjustment to record the incremental increase in interest expense associated with change in the planned reduction in debt under a maximum redemption scenario at an effective interest rate of 4.1% for the year ended December 31, 2020.

(FF)

Represents net loss per share computed by dividing net loss by the weighted average number of common shares outstanding for the year ended December 31, 2019.

135

OTHER INFORMATION RELATED TO LANDCADIA

Introduction

Landcadia is a blank check company incorporated as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Prior to executing the Merger Agreement, Landcadia’s efforts were limited to organizational activities, completion of its initial public offering and the evaluation of possible business combinations.

Initial Public Offering

Landcadia has neither engaged in any operations nor generated any revenue to date. Based on Landcadia’s business activities, Landcadia is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

On March 13, 2018, JFG Sponsor, through a subsidiary, purchased a 100% of the membership interest in Landcadia for $1,000. On August 24, 2020, TJF Sponsor purchased a 51.7% membership interest in Landcadia for $1,070. Simultaneously we converted the Company from a limited liability company to a corporation and issued stock in lieu of membership rights to its members. The Sponsors were issued 11,500,000 Class B shares based on the proportional interest in the Company. Further, on September 16, 2020, we conducted a 1:1.25 stock split of the founder shares so that a total of 14,375,000 founder shares were issued and outstanding. Subsequently on November 22, 2020 the Sponsors forfeited an aggregate of 1,875,000 shares of Class B common stock because the underwriters did not exercise their over-allotment option. As of the date of this proxy statement/prospectus, TJF Sponsor owns 6,462,500 founder shares and JFG Sponsor owns 6,037,500 founder shares.

Simultaneously with the consummation of the initial public offering, Landcadia consummated the private sale of an aggregate of 8,000,000 warrants, each exercisable to purchase one share of Landcadia Class A common stock at $11.50 per share, to our Sponsors at a price of $1.50 per warrant, generating gross proceeds, before expenses, of approximately $12,000,000 (the “private placement warrants”). The private placement warrants are identical to the warrants included in the units sold in the initial public offering, except that, so long as they are held by their initial purchasers or their permitted transferees, (i) they will not be redeemable by Landcadia, (ii) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after Landcadia completes its initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they will be entitled to registration rights.

Upon the closing of the initial public offering and the private placement warrants, $500,000,000 was placed in a Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except for the withdrawal of interest to pay taxes, if any, the Current Charter provides that none of the funds held in trust will be released from the Trust Account until the earlier of (i) the completion of an initial business combination; (ii) the redemption of any of the public shares properly submitted in connection with a stockholder vote to amend the Current Charter to modify the substance or timing of Landcadia’s obligation to redeem 100% of the public shares if Landcadia does not complete an initial public offering within 24 months from the closing of its initial public offering or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity or (iii) the redemption of 100% of the public shares if Landcadia is unable to complete an initial business combination within 24 months from the closing of Landcadia’s initial public offering, subject to applicable law. The proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of January 22, 2021 there was $500,086,473.96 in investments and cash held in the Trust Account.

136

Fair Market Value of Hillman Holdco’s Business

Landcadia’s initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. Landcadia will not complete a business combination unless it acquires a controlling interest in a target company or is otherwise not required to register as an investment company under the Investment Company Act. Landcadia’s Board determined that this test was met in connection with the proposed Business Combination.

Stockholder Approval of Business Combination

Under the Current Charter, in connection with any proposed business combination, Landcadia must seek stockholder approval of an initial business combination at a meeting called for such purpose at which public stockholders may seek to redeem their public shares, subject to the limitations described in the prospectus for Landcadia’s initial public offering. Accordingly, in connection with the Business Combination, the Landcadia Stockholders may seek to redeem the public shares that they hold in accordance with the procedures set forth in this proxy statement/prospectus.

Voting Restrictions in Connection with Stockholder Meeting

In connection with the execution of the Merger Agreement, Landcadia’s initial public offering, Landcadia’s Sponsors, directors and members of the management team entered into an amended and restated letter agreement to vote their shares in favor of the Business Combination Proposal and in favor of all other proposals being presented at the Special Meeting. As of the date hereof, Landcadia’s Sponsors own approximately 22.4% of the total outstanding Landcadia Shares.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Landcadia or its securities, Landcadia’s Sponsors, directors, officers, advisors and/or their affiliates, Hillman Holdco and/or its affiliates and the Stockholder Representative and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Landcadia Class A common stock or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented to stockholders for approval at the Special Meeting are approved and/or (ii) Landcadia satisfy the Minimum Proceeds Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of the Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/ prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by Landcadia’s Sponsors for nominal value.

Liquidation if No Business Combination

Landcadia has until October 14, 2022 to complete an initial business combination. If it is unable to complete its initial business combination by that date (or such later date as its stockholders may approve in accordance with the Current Charter), Landcadia will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Landcadia’s remaining stockholders and its board of directors, liquidate and dissolve, subject, in each case, to Landcadia’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no

137

redemption rights or liquidating distributions with respect to the private placement warrants, which will expire worthless if Landcadia fails to complete its initial business combination by October 14, 2022.

Landcadia’s Sponsors, directors and members of the management team have entered into an amended and restated letter agreement with it, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their founder shares if Landcadia fails to complete its initial business combination within the required time frame. However, if Landcadia’s Sponsors, officers and directors acquire public shares in or after the initial public offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if Landcadia fails to complete its initial business combination by October 14, 2022.

The Sponsors and Landcadia’s officers and directors have also agreed, pursuant to a written agreement with Landcadia, that they will not propose any amendment to the Current Charter that would affect the substance or timing of Landcadia’s obligation to redeem 100% of the public shares if it does not complete its initial business combination by October 14, 2022 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless Landcadia provides its public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay its taxes, divided by the number of then issued and outstanding public shares. However, Landcadia may not redeem the public shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it is not subject to the SEC’s “penny stock” rules).

Landcadia expects that all costs and expenses associated with implementing its plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $978,000 of proceeds held outside the Trust Account as of January 22, 2021, although it cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing the plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes on interest income earned on the Trust Account balance, Landcadia may request the trustee to release to it an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If Landcadia was to expend all of the net proceeds of its initial public offering, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by stockholders upon its dissolution would be $10.00. The proceeds deposited in the Trust Account could, however, become subject to the claims of its creditors, which would have higher priority than the claims of its public stockholders. Landcadia cannot assure you that the actual per-share redemption amount received by stockholders will not be less than $10.00. While Landcadia intends to pay such amounts, if any, it cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims.

Although Landcadia will seek to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of its public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against Landcadia’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Landcadia’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Landcadia than any alternative. Examples of possible instances where Landcadia may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. As of the date of this proxy statement/prospectus, Landcadia is not a party to any agreement that does not contain such a waiver. In addition, there is no guarantee that

138

such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Landcadia and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsors have agreed that they will be liable to Landcadia if and to the extent any claims by a third party for services rendered or products sold to Landcadia, or a prospective target business with which Landcadia has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under Landcadia’s indemnity of the underwriters of its initial public offering against certain liabilities, including liabilities under the Securities Act. However, Landcadia has not asked our Sponsors to reserve for such indemnification obligations, nor has Landcadia independently verified whether our Sponsors have sufficient funds to satisfy its indemnity obligations and Landcadia believes that our Sponsors’ only assets are Landcadia’s securities. Therefore, Landcadia cannot assure you that our Sponsors would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, Landcadia may not be able to complete the Business Combination, and Landcadia’s public stockholders would receive such lesser amount per share in connection with any redemption of their public shares. None of Landcadia’s officers or directors will indemnify Landcadia for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our Sponsors assert that they are unable to satisfy its indemnification obligations or that they have no indemnification obligations related to a particular claim, Landcadia’s independent directors would determine whether to take legal action against our Sponsors to enforce its indemnification obligations. While Landcadia currently expects that its independent directors would take legal action on its behalf against our Sponsors to enforce its indemnification obligations to Landcadia, it is possible that Landcadia’s independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, Landcadia cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

Landcadia will seek to reduce the possibility that our Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which it does business execute agreements with Landcadia waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Sponsors will also not be liable as to any claims under Landcadia’s indemnity of the underwriters of its initial public offering against certain liabilities, including liabilities under the Securities Act. As of January 22, 2021, Landcadia had access to up to approximately $978,000 held outside the Trust Account with which it may pay any such potential claims (including costs and expenses incurred in connection with its liquidation, currently estimated to be no more than approximately $100,000). In the event that Landcadia liquidates, and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from the Trust Account could be liable for claims made by creditors.

If Landcadia files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of Landcadia’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, Landcadia cannot assure you it will be able to return $10.00 per share to its public stockholders. Additionally, if Landcadia files a bankruptcy petition or an involuntary bankruptcy petition is filed against Landcadia that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Landcadia’s stockholders. Furthermore, Landcadia’s

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Board may be viewed as having breached its fiduciary duty to Landcadia’s creditors and/or may have acted in bad faith, and thereby exposing itself and the company to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. Landcadia cannot assure you that claims will not be brought against it for these reasons.

Landcadia’s public stockholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of the public shares if Landcadia does not complete its initial business combination by October 14, 2022, (ii) in connection with a stockholder vote to amend the Current Charter to modify the substance or timing of Landcadia’s obligation to redeem 100% of the public shares if it does not complete its initial business combination by October 14, 2022 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of Landcadia’s initial business combination. In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account. In the event Landcadia seeks stockholder approval in connection with an initial business combination, a stockholder’s voting in connection with the Business Combination alone will not result in a stockholder’s redeeming its shares to Landcadia for an applicable pro rata share of the Trust Account. Such stockholder must have also exercised its redemption rights described above. These provisions of the Current Charter, like all provisions of the Current Charter, may be amended with a stockholder vote.

Properties

Landcadia’s executive offices at 1510 West Loop South, Houston, Texas 77027 are provided by TJF Sponsor. Commencing upon consummation of its initial public offering, Landcadia reimburses FEI, an affiliate of TJF Sponsor, for office space, secretarial and administrative services provided to members of our management team in an amount not to exceed $20,000 per month. Upon completion of Landcadia’s initial business combination or liquidation, it will cease paying these monthly fees. Landcadia believes, based on rents and fees for similar services, that this amount is at least as favorable as it could have obtained from an unaffiliated person. Landcadia considers its current office space adequate for its current operations.

Employees

Landcadia currently has five executive officers. These individuals are not obligated to devote any specific number of hours to Landcadia’s matters but they intend to devote as much of their time as they deem necessary to Landcadia’s affairs until it has completed an initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for an initial business combination and the stage of the Business Combination process it is in. Landcadia does not intend to have any full time employees prior to the completion of its initial business combination.

Directors and Executive Officers

Landcadia’s directors and executive officers are as follows:

Name	Age	Position
Tilman J. Fertitta	63	Co-Chairman and Chief Executive Officer
Richard Handler	59	Co-Chairman and President
Richard H. Liem	66	Vice President and Chief Financial Officer
Steven L. Scheinthal	59	Vice President, General Counsel and Secretary
Nicholas Daraviras	46	Vice President, Acquisitions
Scott Kelly	56	Director
Dona Cornell	59	Director

Tilman J. Fertitta has been our Co-Chairman and Chief Executive Officer since August 24, 2020. He has served as Chairman and Chief Executive Officer of Golden Nugget Online Gaming, Inc. (formerly, Landcadia Holdings II, Inc. (“Landcadia II”)) (“Golden Nugget Online”) since February 14, 2019. He was previously Co-Chairman and Chief Executive Officer of Landcadia Holdings, Inc. (“Landcadia I”) from September 15, 2015 through the consummation of the Waitr Holdings, Inc. (“Waitr”) business combination,

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and he currently serves on the board of directors of Waitr Holdings Inc. Since August 2010, Mr. Fertitta has been the sole shareholder, chairman and Chief Executive Officer of FEI, which owns the NBA’s Houston Rockets, the restaurant conglomerate Landry’s, Inc. (“Landry’s”) and the Golden Nugget Casinos and is recognized today as a global leader in the dining, hospitality, entertainment and gaming industries. Mr. Fertitta was the sole shareholder at the time he took Landry’s public in 1993, and after 17 years as a public company, he was the sole shareholder in taking Landry’s private in 2010. Mr. Fertitta currently serves as Chairman of the Houston Children’s Charity, the Houston Police Foundation, and is currently the Chairman of the Board of Regents for the University of Houston. He is also on the Executive Committee of the Houston Livestock Show and Rodeo, one of the nation’s largest charitable organizations. He also serves on the boards of the Texas Heart Institute and the Greater Houston Partnership.

Richard Handler has been our Co-Chairman and President since August 24, 2020. Mr. Handler served as Co-Chairman and President of Landcadia II from February 14, 2019, though the consummation of the Golden Nugget Online business combination. He previously served as Co-Chairman and President of Landcadia I from September 15, 2015, through the consummation of the Waitr business combination. He has been with Jefferies LLC since 1990 and has served as Chief Executive Officer since 2001, making him the longest serving CEO on Wall Street. He is the Chief Executive Officer and Director of Jefferies and Chairman of the board of directors, Chief Executive Officer and President of Jefferies Group LLC. Mr. Handler also serves as Chairman of the Global Diversity Council at Jefferies LLC. In addition he is Chairman and CEO of the Handler Family Foundation, a non-profit that focuses on many philanthropic areas, including providing 4-year all-inclusive fully-paid college educations each year to 15 of the most talented and deserving students coming from challenging backgrounds and circumstances. The foundation also works to protect the environment by protecting endangered species. Prior to Jefferies LLC he worked at Drexel Burnham Lambert in the High Yield Bond Department. Mr. Handler received an MBA from Stanford University in 1987. He received his BA in Economics (Magna Cum Laude, High Distinction) from the University of Rochester in 1983 where he also serves as Chairman of the Board of Trustees.

Richard H. Liem has been our Vice President and Chief Financial Officer since August 24, 2020. Mr. Liem previously served as Golden Nugget Online’s (formerly, Landcadia II) Vice President and Chief Financial Officer from February 14, 2019 until the Golden Nugget Online business combination and he currently serves on the Golden Nugget Online board of directors. He previously served as Vice President and Chief Financial Officer of Landcadia I from September 15, 2015 through the consummation of the Waitr business combination. Mr. Liem currently serves as Chief Financial Officer and Executive Vice President of Golden Nugget. Mr. Liem has been the Chief Financial Officer of Landry’s Restaurants Inc. (a subsidiary of Golden Nugget) since June 11, 2004 and serves as its Executive Vice President and Principal Accounting Officer. He joined Landry’s Restaurants, Inc. in 1999 as the Corporate Controller. Mr. Liem joined Landry’s from Carrols Corporation, where he served as the Vice President of Financial Operations from 1994 to 1999. He served with the Audit Division of Price Waterhouse, L.L.P. from 1983 to 1994. He has been a Director of Landry’s LLC since 2009 and also serves as a director of Golden Nugget. Mr. Liem also serves on the compliance committee for GNAC. In addition, he serves as the Executive Vice President and Chief Financial Officer of FEI, which is the holding company for Golden Nugget, Landry’s LLC, and other assets owned and controlled by Tilman J. Fertitta. Mr. Liem is a Certified Public Accountant and was first licensed in Texas in 1989.

Steven L. Scheinthal has been our Vice President, General Counsel and Secretary since August 24, 2020. Mr. Scheinthal previously served as Vice President, General Counsel and Secretary of Landcadia II from February 14, 2019 through the consummation of the Golden Nugget Online business combination, and he currently serves on the board of directors of Golden Nugget Online. He previously served as Vice President, General Counsel and Secretary of Landcadia I from September 15, 2015 through the consummation of the Waitr business combination, and he currently serves on the board of directors of Waitr. Mr. Scheinthal has served as a member of the board of directors of Landry’s since its IPO in 1993 and as its Executive Vice President or Vice President of Administration, General Counsel and Secretary since September 1992. He also serves as a member of the board of directors, Executive Vice President and General Counsel of FEI, which is the holding company for Landry’s, the Golden Nugget Hotels and Casinos and other assets owned and controlled by Tilman J. Fertitta. He devotes a substantial amount of time on behalf of all FEI companies, including Landry’s and Golden Nugget, to acquisitions, financings, human resources, risk, benefit and litigation management, union, lease and contract negotiations, trademark oversight and

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licensing and is primarily responsible for compliance with all federal, state and local laws. He was also primarily responsible for Landry’s corporate governance and SEC compliance from its initial public offering and during the 17 plus years Landry’s operated as a public company. Prior to joining Landry’s, he was a partner in the law firm of Stumpf & Falgout in Houston, Texas. Mr. Scheinthal represented Landry’s for approximately five years before becoming part of the organization.

Nicholas Daraviras has served as our Vice President, Acquisitions since August 24, 2020. Mr. Daraviras served as Vice President, Acquisitions of Landcadia II from February 14, 2019 through the consummation of the Golden Nugget Online business combination. He previously served as Vice President, Acquisitions of Landcadia I from September 15, 2015 through the consummation of the Waitr business combination. . Mr. Daraviras is Co-President of Leucadia Asset Management and a Managing Director of Jefferies. Prior to 2014, Mr. Daraviras had been employed with Jefferies Capital Partners, LLC or its predecessors since 1996. Mr. Daraviras has served on the board of Fiesta Restaurant Group since April 2011 and currently serves on Corporate Governance and Nominating Committee. He also serves on several boards of directors of private portfolio companies of Jefferies. Mr. Daraviras served on the boards of Edgen Group Inc., a global distributor of specialty steel products, or its predecessors from February 2005 until 2013, Carrols Restaurant Group, Inc. from 2009 until 2013, and The Sheridan Group, Inc. from 2003 until 2017.

Scott Kelly serves on our board of directors. He has served as Director of Golden Nugget Online (formerly, Landcadia II) since May 12, 2020. He is a former NASA astronaut and retired U.S. Navy Captain, U.S. spaceflight record holder and an experienced test pilot having logged more than 15,000 hours of flight time in more than 40 different aircraft and spacecraft. A former fighter pilot, Mr. Kelly flew the F-14 Tomcat aboard the aircraft carrier, USS Dwight D. Eisenhower. Mr. Kelly was selected by NASA as an astronaut in 1996. A veteran of four space flights, he piloted Space Shuttle Discovery to the Hubble space telescope in 1999 and, subsequently, commanded Space Shuttle Endeavor on a mission to the International Space Station in 2007. His long-duration space flight experience includes two flights on the Russian Soyuz spacecraft, launching and landing from Kazakhstan and two stays aboard the International Space Station as commander, the first a 159-day mission in 2010-2011 followed by his recorded-breaking 340-day mission to the international space station in 2015. During his yearlong mission, known worldwide as the “Year In Space,” he conducted three spacewalks before returning home in March 2016. Mr. Kelly has received many awards and honors, including the Defense Superior Service Medal, the Legion of Merit and Distinguished Flying Cross. Mr. Kelly also was recognized at the 2015 State of the Union Address by U.S. President Barack Obama. Mr. Kelly is a Fellow of the Society of Experimental Test Pilots and a member of the Association of Space Explorers. Mr. Kelly was appointed Champion for Space by the United Nations Office for Outer Space Affairs.

Dona Cornell serves on our board of directors. Ms. Cornell has served as the Vice President for Legal Affairs and General Counsel at the University of Houston since June 2002, where she is responsible for all legal related issues involving business, financial, student and academic affairs throughout the University of Houston System and the four component campuses. Ms. Cornell is also a member of the Chancellor and President’s Executive Cabinet, which addresses all management and strategic initiatives of the University of Houston System and reports directly to the Chancellor. Additionally, Ms. Cornell serves as counsel and advisor to the Board of Regents with oversight of the Board Office. Matters that Ms. Cornell handles at the University of Houston include complex transactions, international collaborations and programs, endowment and investment matters as well as collaboration with internal audit to ensure audit and compliance matters are being addressed appropriately. The compliance group for the main University of Houston campus reports directly to Ms. Cornell, and she meets with the audit and compliance group of the University of Houston System weekly to provide advice and counsel, including setting the agenda for the Audit Committee meetings. Previously, Ms. Cornell served as Deputy Chief of General Litigation Division of the Office of Texas Attorney General, as a shareholder in the Austin-based law firm Morehead, Jordan & Carmona, and as the President of the Houston Chapter of Texas General Counsel Forum. Ms. Cornell is currently a member of the Houston Bar Association and the National Association of College and University Attorneys. Ms. Cornell regularly speaks at state and national conferences on ethics, governance and higher education law. Ms. Cornell earned her undergraduate and law degrees from the University of Texas at Austin and is licensed to practice law throughout Texas and in U.S. District Courts for the Northern, Southern, Eastern and Western Districts of Texas and the U.S. Court of Appeals for the Fifth Circuit.

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Landcadia’s Sponsors, executive officers and directors are deemed to be its “promoters” as such term is defined under the federal securities laws.

See “Certain Relationships and Related Party Transactions” for additional information regarding Landcadia’s relationships with its promoters.

Executive and Director Compensation

None of Landcadia’s executive officers or directors have received any cash compensation for services rendered to Landcadia, however, we have agreed to pay $100,000 to each of our independent directors at the Closing for services rendered as board members. We have agreed to reimburse an affiliate of our TJF Sponsor for office space, secretarial and administrative services provided to members of our management team in an amount not to exceed $20,000 per month in the event such space and/or services are utilized and we do not pay a third party directly for such services. Our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the Trust Account.

Number and Terms of Office of Officers and Directors

Landcadia’s Board consists of four members and is divided into three classes with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to Landcadia’s first annual meeting of stockholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, Landcadia is not required to hold an annual meeting until one year after its first fiscal year end following its listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Kelly, will expire at Landcadia’s first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Handler, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Mr. Fertitta and Ms. Cornell, will expire at the third annual meeting of stockholders.

Landcadia’s officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Landcadia’s Board is authorized to appoint officers as it deems appropriate pursuant to the Current Charter.

In 2020, Landcadia’s Board held no meetings. All directors are expected to attend annual meetings of Landcadia’s stockholders. No annual meeting was held in 2020.

Board Leadership Structure and Role in Risk Oversight

The leadership of Landcadia’s Board is structured so that it is led by two Co-Chairmen. Mr. Fertitta is one of the two Co-Chairmen, and he is also Landcadia’s Chief Executive Officer. Mr. Handler is the other Co-Chairman of Landcadia’s Board. Landcadia’s Board believes that combining the roles of Chairman and Chief Executive Officer helps provide strong and consistent leadership for Landcadia’s management team and Landcadia’s Board. If the Landcadia Board convenes for a meeting, the non-management directors will meet in executive session if the circumstances warrant. Given the composition of the Landcadia Board with a strong slate of independent directors, the Landcadia Board does not believe that it is necessary to formally designate a lead independent director at this time, although it may consider appointing a lead independent director if the circumstances change.

The Landcadia Board’s oversight of risk is administered directly through the Landcadia Board, as a whole, or through its audit committee. Various reports and presentations regarding risk management are presented to the Landcadia Board to identify and manage risk. The audit committee addresses risks that fall within the committee’s area of responsibility. For example, the audit committee is responsible for overseeing the quality and objectivity of Landcadia’s financial statements and the independent audit thereof. Management furnishes information regarding risk to the Landcadia Board as requested.

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Director Independence

The rules of Nasdaq require that a majority of Landcadia’s Board be independent within one year from the date of Landcadia’s initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Landcadia’s Board has determined that Mr. Kelly and Ms. Cornell are “independent directors” as defined in the rules of Nasdaq and applicable SEC rules. Landcadia intends to have a majority of its board members be independent within one year of the closing of its initial public offering. Landcadia intends to have a majority of its board members be independent within one year of the closing of its IPO. Landcadia expects such additional directors to enter into a letter agreement substantially similar to the letter agreement signed by Landcadia’s directors, a form of which is included as an exhibit to the registration statement of which this proxy statement/prospectus forms a part. Landcadia’s independent directors have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Landcadia’s Board has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

Landcadia established an audit committee of its board of directors. Mr. Fertitta Mr. Kelly and Ms. Cornell serve as members of Landcadia’s audit committee, and Mr. Fertitta chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, Landcadia is required to have at least three members of the audit committee, all of whom must be independent, subject to the exception described below. Mr. Kelly and Ms. Cornell meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Because Landcadia’s securities are listed on Nasdaq, Landcadia has one year from the date of its IPO to have its audit committee be comprised solely of independent members. Landcadia intends to identify an additional independent director to serve on the audit committee within one year of the closing of the IPO, at which time Mr. Fertitta will resign from the committee. Prior to Ms. Cornell’s appointment, Mr. Handler served on the audit committee.

Each member of the audit committee is financially literate and Landcadia’s Board has determined that Mr. Fertitta qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Landcadia adopted an audit committee charter, which details the principal functions of the audit committee, including:

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the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by Landcadia;

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pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

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reviewing and discussing with the independent auditors all relationships the auditors have with Landcadia in order to evaluate their continued independence;

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setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

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setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

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obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm

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and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and Landcadia to assess the independent registered public accounting firm’s independence;

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reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to Landcadia entering into such transaction; and

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reviewing with management, the independent registered public accounting firm, and Landcadia’s legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding Landcadia’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

During 2020, the audit committee held one meeting.

Compensation Committee

Landcadia has established a compensation committee of our board of directors. Mr. Fertitta, Mr. Kelly and Ms. Cornell serve as members of Landcadia’s compensation committee. Under the Nasdaq listing standards and applicable SEC rules, Landcadia is required to have at least two members of the compensation committee, all of whom must be independent, subject to the exception described below. Mr. Kelly and Ms. Cornell are independent and Mr. Kelly will chair the compensation committee. Because Landcadia’s securities are listed on Nasdaq, Landcadia has one year from the date of its IPO to have itscompensation committee be comprised solely of independent members. Landcadia intends to identify an additional independent director to serve on the compensation committee within one year of the closing of its IPO, at which time Mr. Fertitta will resign from the committee. Prior to Ms. Cornell’s appointment, Mr. Handler served on the compensation committee.

Landcadia adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

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reviewing and approving on an annual basis the corporate goals and objectives relevant to Landcadia’s Chief Executive Officer’s compensation, if any is paid by Landcadia, evaluating Landcadia’s Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of Landcadia’s Chief Executive Officer based on such evaluation;

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reviewing and approving on an annual basis the compensation, if any is paid by Landcadia, of all of its other officers;

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reviewing on an annual basis Landcadia’s executive compensation policies and plans;

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implementing and administering Landcadia’s incentive compensation equity-based remuneration plans;

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assisting management in complying with Landcadia’s proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for Landcadia’s officers and employees;

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if required, producing a report on executive compensation to be included in Landcadia’s annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to each of Landcadia’s independent directors of $100,000 at the closing of Landcadia’s initial business combination for services rendered as a board member prior to the completion of the initial business combination, the payment, at the closing of Landcadia’s initial business combination, of a customary financial advisory fee to an affiliate of JFG Sponsor in an amount that constitutes a market standard financial advisory fee for comparable

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transactions and the payment to FEI of  $20,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of Landcadia’s existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

During 2020, the compensation committee did not hold any meetings.

Director Nominations

Landcadia does not have a standing nominating committee, though it intends to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors, subject to the phase-in rules of Nasdaq listing standards. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Mr. Kelly and Ms. Cornell. Mr. Kelly and Ms. Cornell are independent directors. Because Landcadia’s securities are listed on on Nasdaq, Landcadia has one year from the date of its IPO to comply with the directors nominations process requirement of Nasdaq listing standards. Landcadia intends to identify an additional independent director to serve on the board within one year of the closing of the IPO, and Landcadia will fully comply with the Rule 5605 of the Nasdaq rules as of the end of the phase-in period. As there is no standing nominating committee, Landcadia does not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by Landcadia’s stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Landcadia’s stockholders who wish to nominate a director for election to Landcadia’s Board should follow the procedures set forth in Landcadia’s bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, Landcadia’s Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of Landcadia’s stockholders.

Compensation Committee Interlocks and Insider Participation

Each of Messrs. Fertitta, Scheinthal and Liem currently serve as members of the boards of directors of certain subsidiaries of FEI and Mr. Fertitta, who is currently a member of Landcadia’s Board, serves as an executive officer of these entities. Landcadia’s other executive officers do not currently serve, and in the past year have not served, as a member of the board of directors.

Communication with Directors

Landcadia’s Board has established a process for stockholders to send communications to the board of diretors. Stockholders may communicate with Landcadia’s Board generally or a specific director at any time by writing to the Company’s General Counsel and Secretary, c/o Landcadia Holdings III, Inc., 1510 West

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Loop South, Houston, Texas 77027. We will review all messages received, and forward any message that reasonably appears to be a communication from a stockholder about a matter of stockholder interest that is intended for communication to Landcadia’s Board. Communications are sent as soon as practicable to the director to whom they are addressed, or if addressed to Landcadia’s Board generally, to the Co-Chairmen of Landcadia’s Board. Because other appropriate avenues of communication exist for matters that are not of stockholder interest, such as general business complaints or employee grievances, communications that do not relate to matters of stockholder interest are not forwarded to Landcadia’s Board.

Code of Ethics

Landcadia has adopted a Code of Ethics that applies to all of its directors, executive officers and employees that complies with the rules and regulations of Nasdaq. The Code of Ethics codifies the business and ethical principles that govern all aspects of Landcadia’s business. Landcadia has previously filed copies of its form of Code of Ethics, its form of audit committee charter and its form of compensation committee charter as exhibits to its registration statement in connection with its IPO. You may review these documents by accessing Landcadia’s public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request to Landcadia in writing at 1510 West Loop South, Houston, Texas 77027.

Conflicts of Interest

Landcadia’s Sponsors or their affiliates may compete with Landcadia for business combination opportunities. If these entities decide to pursue any such opportunity, Landcadia may be precluded from procuring such opportunities. In addition, investment ideas generated within Landcadia’s Sponsors may be suitable for both Landcadia and for another entity and may be directed to such entity rather than to Landcadia. Neither Landcadia’s Sponsors nor members of Landcadia’s management team who are also employed by Landcadia’s Sponsors have any obligation to present Landcadia with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as an officer of Landcadia. Landcadia’s Sponsors and/or Landcadia’s management, in their capacities as employees of Landcadia’s Sponsors or in their other endeavors, currently are required to present certain investment opportunities and potential business combinations to the various related entities described above, or third parties, before they present such opportunities to us. Our sponsors and our management may have similar obligations to additional entities or third parties.

Each of Landcadia’s officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of Landcadia’s officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor these fiduciary obligations under applicable law. Landcadia does not believe, however, that the fiduciary duties or contractual obligations of Landcadia’s officers or directors will materially affect Landcadia’s ability to complete its business combination. Landcadia’s Current Charter provides that Landcadia renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Landcadia and such opportunity is one Landcadia is legally and contractually permitted to undertake and would otherwise be reasonable for Landcadia to pursue, and to the extent the director or officer is permitted to refer that opportunity to Landcadia without violating another legal obligation.

In considering the recommendation of our board of directors in favor of approval of Business Combination, it should be noted that our directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a Landcadia Stockholder. These interests include, among other things:

•

Our Sponsors will lose their entire investment in us if we do not complete a business combination by October 14, 2022. If we are unable to complete our initial business combination by October 14, 2022, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining

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stockholders and Landcadia’s Board, liquidate and dissolve, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by October 14, 2022.

•

Our Sponsors purchased their 12,500,000 founder shares prior to our initial public offering for an aggregate purchase price of $2,070. Upon the Closing, such founder shares will be converted into 8,672,000 shares of New Hillman common stock after giving effect to the forfeiture of an aggregate of 3,828,000 founder shares by our Sponsors pursuant to the A&R Letter Agreement and such shares will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would have an aggregate market value of approximately $92.5 million based upon the closing price of $10.67 per public share on Nasdaq on February 2, 2021, but, given the restrictions on such shares, we believe such shares have less value.

•

Simultaneously with the closing of our initial public offering, we consummated the sale of 8,000,000 private placement warrants at a price of $1.50 per warrant in a private placement to our Sponsors. The warrants are each exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on October 14, 2020, for one share of New Hillman common stock at $11.50 per share. If we do not consummate a business combination transaction by October 14, 2022, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our Sponsors will be worthless. The warrants held by our Sponsors had an aggregate market value of approximately $13.4 million based upon the closing price of $1.67 per warrant on Nasdaq on February 2, 2021.

•

Our Sponsors and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if Landcadia fails to complete a business combination by October 14, 2022.

•

In order to protect the amounts held in the Trust Account, the Sponsors have agreed that they will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

•

In connection with the Closing, our Sponsors would be entitled to the repayment of any working capital loan and advances that have been made to Landcadia and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsors have not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

•

Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

•

Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsors, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by Landcadia from time to time, made by our Sponsors or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination.

•

Richard Handler, our Co-Chairman and President, is also the Chief Executive Officer and director of JFG Sponsor and chairman of the board of directors, Chief Executive Officer and President of JFG Sponsor’s largest subsidiary, Jefferies Group and its largest subsidiary, Jefferies, which, along with its affiliates, own approximately 12% of the outstanding common stock of the Company. Jefferies will be entitled to receive deferred underwriting commission, placement agent fees and capital

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markets advisory fees from Landcadia upon completion of the Business Combination. In addition, upon completion of the Business Combination, Jefferies will receive M&A advisory fees and financing fees from Hillman. Jefferies Finance, a subsidiary of JFG Sponsor, serves as administrative agent and collateral agent on Hillman Holdco's existing senior credit facilities that are expected to be refinanced in connection with the Closing and is expected to be joint lead arranger, joint lead bookrunner and one of the lenders, and sole administrative agent and sole collateral agent, in New Hillman's first lien term loan facility that is being entered into in connection with the Closing, and expects to receive fees in connection with such role.

The potential conflicts described above may not be resolved in Landcadia’s favor.

In addition, Barclays will be entitled to receive placement agent fees of $2.8 million from Landcadia upon the completion of the Business Combination. Also upon the Closing, Barclays will receive M&A advisory fees and capital markets advisory fees, together in an aggregate amount of $20.3 million, and financing fees of $3.3 million from Hillman.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

•

the corporation could financially undertake the opportunity;

•

the opportunity is within the corporation’s line of business; and

•

it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

As a result of multiple business affiliations, our executive officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Landcadia’s Current Charter provides that Landcadia renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Landcadia and such opportunity is one Landcadia is legally and contractually permitted to undertake and would otherwise be reasonable for Landcadia to pursue.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against Landcadia or any members of its management team in their capacity as such, and Landcadia and the members of its management team have not been subject to any such proceeding in the 12 months preceding the date of this proxy statement/prospectus.

Periodic Reporting and Audited Financial Statements

Landcadia has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual and quarterly reports with the Securities and Exchange Commission. In accordance with the requirements of the Exchange Act, Landcadia’s annual reports contain consolidated financial statements audited and reported on by Landcadia’s independent registered public accounting firm.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF LANDCADIA

Landcadia is providing the following selected historical financial data to assist you in your analysis of the financial aspects of the Business Combination.

Landcadia’s statement of operations data for the year ended December 31, 2019 and the period from March 13, 2018 (Inception) to December 31, 2018 and balance sheet data as of December 31, 2019 and December 31, 2018 is derived from Landcadia’s audited condensed financial statements included elsewhere in this proxy statement/prospectus.

Landcadia’s statement of operations data for the nine months ended September 30, 2020 and 2019 and balance sheet data as of September 30, 2020 is derived from Landcadia’s unaudited condensed financial statements included elsewhere in this proxy statement/prospectus.

This information is only a summary and should be read in conjunction with Landcadia’s financial statements and related notes and “Landcadia’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Landcadia.

​

Nine Months Ended September 30

Year Ended December 31, 2019

For the Period from March 13, 2018 (Inception) to December 31, 2018

Statement of Operations Data

2020 Unaudited

2019 Unaudited

Expenses

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

$

—

​

$

—

​

$

—

​

$

—

Total comprehensive income

​

$

—

​

$

—

​

$

—

​

$

—

Basic and diluted earnings per share

​

​

​

​

​

​

​

​

​

​

​

​

Net Income per share

​

$

—

​

$

—

​

$

—

​

$

Basic and diluted weighted average number of shares

​

​

6,937,041

​

​

6,037,500

​

​

6,037,500

​

​

6,037,500

​	September 30			December 31
Balance Sheet Data	2020			2019		2018
Total assets	​	$	377,200	​	—	​	—
Total liabilities	​	$	377,200	​	—	​	—
Total stockholders’ equity and Class A common stock subject to possible redemptions	​	​	—	​	—	​	—

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF LANDCADIA

The following discussion and analysis of the financial condition and results of operations of Landcadia Holdings III, Inc. (for purposes of this section, “Landcadia,” “we,” “us” and “our”) should be read in conjunction with the financial statements and related notes of Landcadia included elsewhere in this prospectus/​proxy statement. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this prospectus/ proxy statement.

Overview

We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more businesses (“Business Combination”). We consummated the IPO on October 14, 2020 and are currently in the process of locating suitable targets for our Business Combination. We intend to use the cash proceeds from our public offering and the private placement of warrants described below as well as additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt to complete the Business Combination.

The Company’s management team is led by Tilman Fertitta, our Co-Chairman and Chief Executive Officer, and Richard Handler, our Co-Chairman and President. Mr. Fertitta is the sole shareholder of TJF, LLC (“TJF Sponsor”) and Mr. Handler is the Chief Executive Officer of Jefferies Financial Group Inc. (“JFG Sponsor”), and its largest operating subsidiary, Jefferies Group LLC, a global investment banking firm. The Company’s sponsors are TJF Sponsor and JFG Sponsor (collectively, the “Sponsors”).

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) into law. The CARES Act includes several significant business tax provisions that, among other things, eliminates the taxable income limit for certain net operating losses (“NOL”) and allows businesses to carryback NOLs arising in 2018, 2019, and 2020 to the five prior years; suspends the excess business loss rules; accelerates refunds of previously generated corporate alternative minimum tax credits; adjusts business interest limitations under IRC section 163(j) from 30% to 50%; and addresses other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company is still evaluating the impact, if any, of the CARES Act on its financial position, results of operations and cash flows.

Liquidity and Capital Resources

On October 14, 2020 we consummated a $500,000,000 public offering consisting of 50,000,000 units at a price of $10.00 per unit (“Unit”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (the “Class A Common Stock”) and one-third of one redeemable warrant (each, a “Public Warrant”). Simultaneously, with the closing of the IPO, we consummated the $12,000,000 private placement (“Private Placement”) of an aggregate of 8,000,000 private placement warrants (“Sponsor Warrants”) at a price of $1.50 per warrant. Upon closing of the IPO and the private placement of the private placement warrants on October 14, 2020, $500,000,000 in proceeds (including $17,500,000 of deferred underwriting commissions) from the public offering and private placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The remaining $12,000,000 held outside of trust was used to pay underwriting commissions of $10,000,000, loans to our Sponsors, and deferred offering and formation costs. The Company granted the underwriters a 45-day option from the date of the prospectus, October 8, 2020, to purchase additional units. The 45-day over-allotment option expired without exercise.

Our working capital needs will be satisfied through the funds, held outside of the U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), from the public offering. Interest on funds held in the Trust Account may be used to pay income taxes and franchise taxes, if any. Our Sponsors may, but are not obligated to, loan us funds as may be

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required in connection with the Business Combination. Up to $1,500,000 of these loans may be converted into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender and would be identical to the sponsor warrants.

Results of Operations

We have neither engaged in any significant business operations nor generated any revenues to date. All activities to date relate to the Company’s formation and its initial public offering and search for a suitable Business Combination. We generate non-operating income in the form of interest income on cash, cash equivalents, and marketable securities held in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses as we locate a suitable Business Combination.

Critical Accounting Policies

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited financial statements and accompanying notes. Actual results could differ from those estimates. The Company has identified the following as its critical accounting policies:

Loss per Common Share

Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the three and nine months ended September 30, 2020. Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted loss per share includes the incremental number of shares of common stock to be issued in connection with the conversion of Class B common stock or to settle warrants, as calculated using the treasury stock method. For the three and nine months ending September 30, 2020 and 2019, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. For the three and nine months ended September 30, 2020, the Company reported no income or loss available to common stockholders.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2020.

Contractual Obligations

As of September 30, 2020, we did not have any long-term debt, capital or operating lease obligations.

The Company entered into an administrative services agreement in which we will pay Fertitta Entertainment, Inc., (an affiliate of TJF Sponsor) for office space, secretarial and administrative services provided to members of our management team, in an amount not to exceed $20,000 per month commencing on the date of effectiveness of the IPO and ending on the earlier of the completion of a Business Combination or liquidation.

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BUSINESS OF HILLMAN

The following discussion reflects the business of Hillman, as currently embodied by Hillman Holdco and its wholly-owned subsidiaries. In this section, “we,” “us,” “our” and the “Company” generally refer to the Hillman Holdco and its wholly-owned subsidiaries in the present tense or New Hillman from and after the Business Combination.

General

HMAN Group Holdings, Inc. and its wholly-owned subsidiaries (collectively, “Hillman” or “Company”) are among the largest providers of hardware-related products and related merchandising services to retail markets in North America. Our principal business is operated through our wholly-owned subsidiary, The Hillman Group, Inc. and its wholly-owned subsidiaries. We sell our products to hardware stores, home centers, mass merchants, pet supply stores, and other retail outlets principally in the United States, Canada, Mexico, Latin America, and the Caribbean. Product lines include thousands of small parts such as fasteners and related hardware items; threaded rod and metal shapes; keys, key duplication systems, and accessories; builder’s hardware; personal protective equipment, such as gloves and eye-wear; and identification items, such as tags and letters, numbers, and signs. We support product sales with services that include design and installation of merchandising systems, maintenance of appropriate in-store inventory levels, and break-fix for our robotics kiosks.

Our headquarters are located at 10590 Hamilton Avenue, Cincinnati, Ohio. We maintain a website at www.hillmangroup.com. Information contained or linked on our website is not incorporated by reference into this proxy statement/prospectus and should not be considered a part of this proxy statement/prospectus.

On October 1, 2018, we completed the acquisition of NB Parent Company, Inc. and its affiliated companies including Big Time Products, LLC and Rooster Products International, Inc. (collectively, “Big Time”), a leading provider of Protective Solutions and work gear products for a purchase price of approximately $348.8 million. With the addition of Big Time, Hillman’s product portfolio now spans the hardware, automotive, garden, and cleaning categories and includes Big Time’s industry-leading brands such as Firm Grip, AWP, McGuire-Nicholas, Grease Monkey, and Gorilla Grip, which are sold throughout retailers in North America. Big Time has operations in the United States, Canada, and Mexico and is included in our Hardware and Protective Solutions segment.

On August 10, 2018, we completed the acquisition of Minute Key Holdings, Inc. (“MinuteKey”), an innovative leader in self-service key duplicating kiosks, for a total consideration reflecting an enterprise value of $156.3 million. MinuteKey designs, develops, builds, services and maintains patent protected industry leading kiosk technology for self-service key duplication. MinuteKey has operations in the United States and Canada and is included in our Robotics and Digital Solutions segment.

Hillman Group

We are comprised of three separate operating business segments: (1) Hardware and Protective Solutions, (2) Robotics and Digital Solutions, and (3) Canada.

We provide products such as fasteners and related hardware items; threaded rod and metal shapes; keys, key duplication systems, and accessories; builder’s hardware; personal protective equipment, such as gloves and eye-wear; and identification items, such as tags and letters, numbers, and signs, to retail outlets, primarily hardware stores, home centers and mass merchants, pet supply stores, grocery stores, and drug stores. We complement our extensive product selection with regular retailer visits by our field sales and service organization.

We market and distribute a wide variety of stock keeping units (“SKUs”) of small, hard-to-find and hard-to-manage hardware items. We function as a category manager for retailers and support these products with in-store service, high order fill rates, and rapid delivery of products sold. Sales and service representatives regularly visit retail outlets to review stock levels, reorder items in need of replacement, and interact with the store management to offer new product and merchandising ideas. Thousands of items can be actively managed with the retailer experiencing a substantial reduction of in-store labor costs and replenishment paperwork. Service representatives also assist in organizing the products in a consumer-friendly manner.

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We complement our broad range of products with merchandising services such as displays, product identification stickers, retail price labels, store rack and drawer systems, assistance in rack positioning and store layout, and inventory restocking services. We regularly refresh retailers’ displays with new products and package designs utilizing color-coding to simplify the shopping experience for consumers and improve the attractiveness of individual store displays.

We operate from 22 strategically located distribution centers in North America. Our main distribution centers utilize state-of-the-art warehouse management systems (“WMS”) to ship customer orders within 48 hours while achieving a very high order fill rate. We also supplement our operations with third-party logistics providers to warehouse and ship customer orders in the certain areas.

Products and Suppliers

Our product strategy concentrates on providing total project solutions using the latest technology for common and unique home improvement projects. Our portfolio provides retailers the assurance that their shoppers can find the right product at the right price within an ‘easy to shop’ environment.

We currently manage a worldwide supply chain comprised of a large number of vendors, the largest of which accounted for approximately 2.8% of the Company’s annual purchases for the year ended December 28, 2019 and 5.9% for the thirty-nine weeks ended September 26, 2020. The top five of which accounted for approximately 11.6% of its annual purchases for the year ended December 28, 2019 and 18.6% for the thirty-nine weeks ended September 26, 2020. Our vendor quality control procedures include on-site evaluations and frequent product testing. Vendors are also evaluated based on delivery performance and the accuracy of their shipments.

Hardware and Protective Solutions

Hardware and Protective Solutions segment includes a wide selection of product categories including fasteners; builders hardware; wall hanging; threaded rod and metal shapes; letters, numbers, and signs LNS; personal protection products; and work gear.

Our fastener business consists of three categories: core fasteners, construction fasteners, and anchors, sold under a variety of brands including Hillman, FasnTite, DeckPlus and PowerPro. Core fasteners include nuts, bolts, screws, washers, and specialty items. Construction fasteners include deck, drywall, metal screws, and both hand driven and collated nails. Anchors include hollow wall and solid wall items such as plastic anchors, toggle bolts, concrete screws, and wedge anchors.

Builder’s hardware includes a variety of common household items such as coat hooks, door stops, hinges, gate latches, and decorative hardware. We market the builder’s hardware products under the Hardware Essentials® brand and provide the retailer with innovation in both product and merchandising solutions. The Hardware Essentials® program utilizes modular packaging, color coding, and integrated merchandising to simplify the shopping experience for consumers. Colorful signs, packaging, and installation instructions guide the consumer quickly and easily to the correct product location in store while digital content including pictures and videos assist the on-line journey. Hardware Essentials® provides retailers and consumers decorative upgrade opportunities through contemporary finishes and designs.

The wall hanging category includes traditional picture hanging hardware, primarily marketed under the Ook® and Hillman brands, and the High & Mighty® series of tool-free wall hangers, decorative hooks and floating shelves that was launched in 2017.

We are the leading supplier of metal shapes and threaded rod in the retail market. The SteelWorks® threaded rod product includes hot and cold rolled rod, both weldable and plated, as well as a complete offering of All-Thread rod in galvanized steel, stainless steel, and brass. The SteelWorks® program is carried by many top retailers, including Lowe’s and Menard’s, and through cooperatives such as Ace Hardware. In addition, we are the primary supplier of metal shapes to many wholesalers throughout the country.

Letters, numbers, and signs (“LNS”) includes product lines that target both the homeowner and commercial user. Product lines within this category include individual and/or packaged letters, numbers, signs, safety related products (e.g. 911 signs), driveway markers, and a diversity of sign accessories, such as sign frames.

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Our expansive glove category covers many uses for DIYer around the house and for the pro at the job site. We sell a full assortment of work gloves under the Firm Grip®, True Grip®, and Gorilla Grip brands, automotive gloves including Grease Monkey®, gardening gloves including Digz®, as well as cleaning and all-purpose gloves. As a category leader in work gloves our portfolio is founded on design and consumer driven innovation. Our products can be found at leading retailers across North America.

Our work gear category consists of tool storage, knee pads, clothing, and other accessories sold under variety of brands including AWP®, McGuire Nicholas®,and Firm Grip®. The portfolio offers a “one stop shop” for leading retailers with an expansive assortment to meet the needs of both the pro and DIYer.

Our safety category includes face masks, safety vests, and sanitizing wipes and sprays sold under a variety of brands including Firm Grip®, AWP®, and Premium Defense®. With our focus on innovative materials and intuitive design, along with industry trends, this is a growth category for Hardware and Protective Solutions.

Hardware and protective solutions generated approximately $783.0 million and $651.0 million of revenues in the thirty-nine weeks ended September 26, 2020 and September 28, 2019, respectively. Hardware and protective solutions generated approximately $853.0 million and $636.7 million of revenues in the years ended December 28, 2019 and December 29, 2018, respectively.

Robotics and Digital Solutions

Our Robotics and Digital Solutions segment consists primarily of software-enabled robotic key duplication and engraving solutions that are tailored to the unique needs of the consumer. We provide our offerings in retail and other high-traffic locations providing customized licensed and unlicensed key and engraving products targeted to consumers in the respective locations. Our offerings include self-service robotic engraving and robotic self service key duplication kiosks, as well as store associate assisted key duplication kiosks together with related software and systems, keys and key accessories sold in proximity to the kiosks. Our services include product and category management, merchandising services, and access to our proprietary robotic key duplicating and engraving software platforms and equipment.

We design proprietary software and engineer, design and manufacture our proprietary equipment in our Boulder, Colorado and Tempe, Arizona facilities, which forms the cornerstone for our key duplication business. Our key duplication system is offered in various retail channels including mass merchants, home centers, automotive parts retailers, franchise and independent hardware stores, and grocery/drug chains. We believe we provide the most complete key duplication systems in the industry, through our unique combination of self-service kiosk technology and store associate assisted duplication systems. Our self-service solutions are driven by our MinuteKey technology, while store associate assisted duplication currently uses the state of the art KeyKrafter equipment and other legacy duplication machines depending on the retail channel to fit that channel’s specific needs.

In 2018, we completed the acquisition of MinuteKey, the world’s first self-service robotic key duplication machine. The accuracy of robotics technology put to work in an innovative way makes MinuteKey machines easy to use, convenient, fast and highly reliable. We utilize a propriety network integration software with our MinuteKey kiosks to maintain high levels of machine up-time and ensure machines have the optimal mix of key types available for duplication. The kiosk is completely self-service and has a 100% customer satisfaction guarantee. We manufacture and support the Minute Key kiosk out of our Boulder, Colorado and Tempe, Arizona facilities.

The Hillman KeyKrafter® is our most popular, innovative and effective store associate assisted key duplication kiosk. It provides significant reduction in duplication time while increasing accuracy and ease of use for unskilled store associates. Additionally, with the KeyKrafter® solution, the capability exists for consumers to securely store and retrieve digital back-ups of their key without the original through the revolutionary Hillman KeyHero® Technology. Our Precision Laser Key System™ system uses a digital optical camera, lasers, and proprietary software to scan a customer’s key. The system identifies the key and retrieves the key’s specifications, including the appropriate blank and cutting pattern, from a comprehensive database. This technology automates nearly every aspect of key duplication and provides the ability for

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every store associate to cut a key accurately. In the automotive key space, we offer the SmartBox Automotive Key Programmer which is a tool to quickly and easily pair transponder keys, remotes, and smart keys.

We retain ownership of the key duplicating equipment and market and sell keys and key accessories. Our proprietary key offering features the universal blank which uses a “universal” keyway to replace up to five original equipment keys. This innovative system allows a retailer to duplicate 99% of the key market while stocking less than 100 SKUs. We continually refresh the retailer’s key offerings by introducing decorated and licensed keys and accessories. Our key offering features decorative themes of art and popular licenses such as NFL, Disney, Breast Cancer Awareness, and Marvel to increase personalization, purchase frequency and average transaction value per key. We also market a successful line of decorative and licensed lanyards and other key accessories.

All of our key duplication systems are supported by a dedicated in store kiosk sales and service team.

In our engraving business, we supply a variety of innovative options of consumer-operated robotic kiosks such as Quick-Tag®, TagWorks®, and FIDO® for engraving specialty items such as pet identification tags, luggage tags, and other engraved identification tags. We have developed unique engraving systems leveraging state-of- the-art technologies to provide a customized solution for mass merchant, pet supply retailers, and other high traffic areas such as theme parks, all supported by our in store kiosk field service technicians. We design, engineer, manufacture, and assemble the engraving kiosks in our Boulder, Colorado and Tempe, Arizona facilities.

Our engraving business focuses on the growing consumer spending trends surrounding personalized and pet identification. Innovation has played a major role in the development of our engraving business unit. From the original Quick-Tag® consumer-operated Kiosk system to the proprietary laser system of TagWorks®, we continue to lead the industry with consumer-friendly engraving solutions. As in our key business, we retain ownership of the key engraving equipment and market and sell blank tags.

We have continued to build out our robotics and digital solutions segment with two recent acquisitions. In August 2019, we acquired the assets of Sharp Systems, LLC (“Resharp”), a California-based innovative developer of robotic automated knife sharpening systems, for a cash payment of $3.0 million and contingent consideration valued at $18.1 million. The maximum payout for the contingent consideration is $25.0 million plus 1.8% of net knife-sharpening revenues for five years after the $25.0 million is fully paid. We expect to begin rolling out the knife sharpening systems to customers in early 2021.In February 2020, we acquired the assets of Instafob, LLC (“Instafob”), a California-based innovative developer of RFID key duplication systems and a cloud based platform, for a cash payment of $1.0 million and contingent consideration of $1.0 million plus 5% of the net sales from 2020 through 2022 plus 1% of net sales from 2023 through 2029. We expect to roll out Instafob systems to customers in 2021.

Canada

Our Canada segment distributes fasteners and related hardware items, threaded rod, keys, key duplicating systems, accessories, and identification items, such as tags and letters, numbers, and signs to hardware stores, home centers, mass merchants, industrial distributors, automotive aftermarket distributors, and other retail outlets and industrial Original Equipment Manufacturers (“OEMs”) in Canada. The product lines offered in our Canada segment are consistent with the product offerings detailed above. The Canada segment also produces made to order screws and self-locking fasteners for automotive suppliers, OEMs, and industrial distributors.

Our Canada segment generated approximately $100.6 million and $99.2 million of revenue in the thirty-nine weeks ended September 26, 2020 and September 28, 2019, respectively. Canada generated approximately $125.3 million of revenues in 2019, as compared to $141.4 million in 2018.

Markets and Customers

We sell our products to national accounts such as Home Depot, Lowe’s, Menard’s, PETCO, PetSmart, Tractor Supply and Walmart. Our status as a national supplier of proprietary products to big box retailers allows us to develop a strong market position and high barriers to entry within our product categories.

156

We service a wide variety of franchise and independent retail outlets. These individual dealers are typically members of the larger cooperatives, such as Ace Hardware, True Value, and Do-It-Best. We ship directly to the cooperative’s retail locations and also supply many items to the cooperative’s central warehouses. These central warehouses distribute to their members that do not have a requirement for Hillman’s in-store service. These arrangements reduce credit risk and logistic expenses for us while also reducing central warehouse inventory and delivery costs for the cooperatives.

A typical hardware store maintains thousands of different items in inventory, many of which generate small dollar sales but large profits. It is difficult for a retailer to economically monitor all stock levels and to reorder the products from multiple vendors. This problem is compounded by the necessity of receiving small shipments of inventory at different times and stocking the goods. The failure to have these small items available will have an adverse effect on store traffic, thereby possibly denying the retailer the opportunity to sell items that generate higher dollar sales.

We sell our products to a large volume of customers, the top two of which accounted for approximately $457.1 million or approximately 43.9% of our total revenue for the thirty-nine weeks ended September 26, 2020 and $543.1 million, or approximately 44.7%, of our total revenue in fiscal 2019. For the thirty-nine weeks ended September 26, 2020, Lowe’s was the single largest customer, representing approximately $238.1 million of our total revenues and Home Depot was the second largest at approximately $219.0 million. No other customer accounted for more than 10.0% of total revenue in the thirty-nine weeks ended September 26, 2020. For the year ended December 28, 2019, Home Depot was the single largest customer, representing approximately $291.9 million of our total revenues and Lowe’s was the second largest at approximately $251.3 million. No other customer accounted for more than 10.0% of total revenue in 2019. In each of the years ended December 28, 2019, December 29, 2018 and December 30, 2017, we derived over 10% of our total revenues from Lowe’s and Home Depot which operated in each of our operating segments.

Hillman continues to expand its B2B eCommerce platform allowing certain customers to order online through the Company’s website, www.hillmangroup.com. The B2B eCommerce platform features many of our items available for sale online and over thousands of customers are enrolled with the online ordering platform. We continue to support direct-to-store and direct-to-consumer fulfillment for consumers who choose to order fasteners directly from retailers’ websites.

Sales and Marketing

We believe that our primary competitive advantage is rooted in our ability to provide a greater level of customer service than our competitors. We partner with our customers to understand the unmet needs of consumers, design creative solutions, and commercialize those solutions bringing them to life in both physical and digital channels through a tight alignment between the product management, marketing communications and channel marketing functions. We provide best in class support and customer service at every touch point for our retail partners and service is the hallmark of Hillman company-wide. The national accounts field service organization consists of approximately 700 employees and 70 field managers focusing on big box retailers, pet super stores, large national discount chains, and grocery stores. This organization reorders products, details store shelves, and sets up in-store promotions. Many of our largest customers use electronic data interchange (“EDI”) for processing of orders and invoices.

We employ what we believe to be the largest direct sales force in the industry. The sales force, which consists of approximately 240 employees and is managed by 30 field managers, focuses on the franchise and independent customers. The depth of the sales and service team enables us to maintain consistent call cycles ensuring that all customers experience proper stock levels and inventory turns. This team also prepares custom plan-o-grams of displays to fit the needs of any store and establishes programs that meet customers’ requirements for pricing, invoicing, and other needs. This group also benefits from daily internal support from our inside sales and customer service teams. On average, each sales representative is responsible for approximately 60 full service accounts that the sales representative calls on approximately every two weeks. These efforts allow the sales force to sell and support our product lines.

Competition

Our primary competitors in the national accounts marketplace for fasteners are Primesource Building Products, Inc., Midwest Fastener Corporation, Illinois Tool Works Inc., Spectrum Brands, and competition

157

from direct import by our customers. Our national competitors for gloves and personal protective equipment include West Chester Protective Gear, PIP, Iron Clad and MidWest Quality Gloves, Inc. Competition is based primarily on sourcing, compared to a product innovation culture supported by in-store service. Other competitors are local and regional distributors. Competitors in the pet tag market are specialty retailers, direct mail order, and retailers with in-store mail order capability. The Quick-Tag®, FIDO®, and TagWork® systems have patent protected technology that is a major barrier to entry and helps to preserve this market segment.

The principal competitor for our franchise and independent business is Midwest Fastener in the hardware store marketplace. The hardware outlets that purchase our products without regularly scheduled sales representative visits may also purchase products from local and regional distributors and cooperatives. We compete primarily on field service, merchandising, as well as product availability, price, and depth of product line.

Insurance Arrangements

Under our current insurance programs, commercial umbrella coverage is obtained for catastrophic exposure and aggregate losses in excess of expected claims. We retain the exposure on certain expected losses related to workers’ compensation, general liability, and automobile claims. We also retain the exposure on expected losses related to health benefits of certain employees. We believe that our present insurance is adequate for our businesses.

Employees

As of September 26, 2020, we had 3,921 full time and part time employees, none of which were covered by a collective bargaining agreement. In our opinion, employee relations are good.

Backlog

We do not consider the sales backlog to be a significant indicator of future performance due to the short order cycle of our business. Our sales backlog from ongoing operations was approximately $30.7 million as of September 26, 2020, $19.2 million as of December 28, 2019, and $14.9 million as of December 29, 2018. We expect to realize the entire September 26, 2020 backlog during the fourth quarter of fiscal 2020 and into fiscal 2021.

158

SELECTED HISTORICAL FINANCIAL INFORMATION OF HILLMAN HOLDCO

Hillman Holdco is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

Hillman Holdco’s balance sheet data as of September 26, 2020 and statement of operations data for the thirty-nine weeks ended September 26, 2020 and September 28, 2019, are derived from Hillman Holdco’s unaudited financial statements included elsewhere in this proxy statement/prospectus. Hillman Holdco’s balance sheet data and statement of operations data as of and for the years ended December 28, 2019 and December 29, 2018 are derived from Hillman Holdco’s audited financial statements included in this proxy statement/prospectus.

The information should be read in conjunction with Hillman Holdco’s financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hillman Holdco” contained elsewhere in this proxy statement/prospectus. Hillman Holdco’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a fiscal year.

​

Thirty-Nine Weeks Ended September 26, 2020

Thirty Nine Weeks Ended September 28, 2019

Year Ended December 28, 2019

Year Ended December 29, 2018

​

(in thousands, except share and per share amounts)

Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

$

1,041,226

​

$

929,564

​

$

1,214,362

​

$

974,175

Cost of sales (exclusive of depreciation and amortization shown separately below)

​

​

590,294

​

​

523,816

​

​

693,881

​

​

537,885

Selling, general and administrative expenses

​

​

292,056

​

​

288,047

​

​

382,131

​

​

320,543

Depreciation

​

​

50,673

​

​

48,740

​

​

65,658

​

​

46,060

Amortization

​

​

44,596

​

​

44,114

​

​

58,910

​

​

44,572

Management fees to related party

​

​

451

​

​

396

​

​

562

​

​

546

Other (income) expense

​

​

(2,120)

​

​

5,687

​

​

5,525

​

​

(2,874)

Income from operations

​

​

65,276

​

​

18,764

​

​

7,695

​

​

27,443

Interest expense, net

​

​

67,746

​

​

77,509

​

​

101,613

​

​

70,545

Interest expense on junior subordinated debentures

​

​

9,555

​

​

9,456

​

​

12,608

​

​

12,608

(Gain) loss on mark-to-market adjustment of interest rate swap

​

​

1,169

​

​

3,217

​

​

(378)

​

​

(378)

Investment income on trust common securities

​

​

(283)

​

​

(284)

​

​

2,608

​

​

607

Refinancing costs

​

​

—

​

​

—

​

​

—

​

​

11,632

Income (loss) before income taxes

​

​

(12,911)

​

​

(71,134)

​

​

(108,756)

​

​

(67,571)

Income tax (benefit) expense

​

​

(9,593)

​

​

(1,844)

​

​

(5,370)

​

​

2,070

Net income (loss)

​

$

(3,318)

​

$

(69,290)

​

$

(103,386)

​

$

(69,641)

Net income (loss) from above

​

$

(3,318)

​

$

(69,290)

​

$

(103,386)

​

$

(69,641)

Other comprehensive income (loss):

​

​

​

​

​

​

​

​

​

​

​

​

Foreign currency translation adjustments

​

​

(4,500)

​

​

3,621

​

​

5,550

​

​

(11,053)

Total other comprehensive income (loss)

​

​

(4,500)

​

​

3,621

​

​

5,550

​

​

(11,053)

Comprehensive income (loss)

​

$

(7,818)

​

$

(65,669)

​

$

(97,836)

​

$

(80,694)

​	September 26, 2020			December 28, 2019			December 29, 2018
​	(in thousands)
Balance Sheet Data:	​	​	​	​	​	​	​	​	​
Total assets	​	$	2,474,681	​	$	2,441,210	​	$	2,431,470
Total current liabilities	​	​	280,215	​	​	208,868	​	​	198,018

159

​	September 26, 2020		December 28, 2019		December 29, 2018
​	(in thousands)
Total liabilities	​	2,133,579	​	2,096,108	​	1,992,363
Working capital	​	263,212	​	231,803	​	280,023
Total stockholder’s equity	​	341,102	​	345,102	​	439,107

​

Thirty-Nine Weeks Ended September 26, 2020

Thirty Nine Weeks Ended September 28, 2019

Year Ended December 28, 2019

Year Ended December 29, 2018

​

(in thousands)

Statement of Cash Flows Data:

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided by Operating activities

​

$

67,588

​

$

34,867

​

$

52,359

​

$

7,547

Net cash used in Investing activities

​

​

(29,982)

​

​

(37,303)

​

​

(53,488)

​

​

(572,610)

Net cash (used in) provided by Financing activities

​

​

(24,580)

​

​

(12,890)

​

​

(7,053)

​

​

581,927

160

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF HILLMAN

The following discussion provides information which our management believes is relevant to an assessment and understanding of our operations and financial condition. This discussion should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements and schedules thereto appearing elsewhere herein. In addition, see “Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information”, as well as “Risk Factors” on page 44 of this proxy statement/prospectus.

General

Hillman is one of the largest providers of hardware-related products and related merchandising services to retail markets in North America. Our principal business is operated through our wholly-owned subsidiary, The Hillman Group, Inc. and its wholly-owned subsidiaries (collectively, “Hillman Group”), which had net sales of approximately $1,214.4 million in 2019. We sell products to hardware stores, home centers, mass merchants, pet supply stores, and other retail outlets principally in the United States, Canada, Mexico, Latin America, and the Caribbean. Product lines include thousands of small parts such as fasteners and related hardware items; threaded rod and metal shapes; keys, key duplication systems, and accessories; builder’s hardware; personal protective equipment, such as gloves and eye-wear; and identification items, such as tags and letters, numbers, and signs. We support product sales with services that include design and installation of merchandising systems, maintenance of appropriate in-store inventory levels, and break-fix for our robotics kiosks.

On August 16, 2019, we acquired the assets of Sharp Systems, LLC (“Resharp”), a California-based innovative developer of automated knife sharpening systems, for a cash payment of $3.0 million and contingent consideration valued at $18.1 million. The maximum payout for the contingent consideration is $25.0 million plus 1.8% of net knife-sharpening revenues for five years after the $25.0 million is fully paid. Resharp has business operations in the United States and its financial results reside within our Robotics and Digital Solutions reportable segment.

In the fourth quarter of 2019, we implemented a plan to restructure the management and operations of our U.S. business to achieve synergies and cost savings associated with the recent acquisitions. The restructuring plan includes management realignment, integration of sales and operations functions, and strategic review of our product offerings. We incurred charges of $9.5 million in the year ended December 28, 2019, primarily related to inventory valuation adjustments and severance (see Note 14 — Restructuring of the Notes to Consolidated Financial Statements for additional details). We expect to incur restructuring related charges in our United States segment over the next year as we implement the plan.

On November 25, 2019, we entered into an amendment of our asset-based revolving credit agreement which provided for an additional $100.0 million of revolving credit, $12.5 million for the Canadian Borrower and $87.5 million for the US Borrowers, bringing the total to $250.0 million. After the amendment, $200.0 million of the revolving credit facilities under the amendment is available to the US Borrowers and $50.0 million of the revolving credit facilities under the amendment is available to the Canadian Borrower, in each case, subject to a borrowing base. See Note 7 — Long-Term Debt of the Notes to Consolidated Financial Statements for additional information.

Current Economic Conditions

Our business is impacted by general economic conditions in the North American and international markets, particularly the U.S. and Canadian retail markets including hardware stores, home centers, mass merchants, and other retailers.

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China, and has since spread to a number of other countries, including the United States and Canada. In March 2020, the World Health Organization characterized COVID-19 as a pandemic. Efforts to contain the spread of COVID-19 intensified during our fiscal 2020 second quarter and remained in effect throughout our third quarter. Most states and municipalities within the U.S. enacted temporary closures of businesses,

161

issued quarantine orders and took other restrictive measures in response to the COVID-19 pandemic. Within the United States and Canada, our business has been designated an essential business, which allows us to continue to serve customers that remain open.

While all of our operations are located in North America, we participate in a global supply chain, and the existence of a worldwide pandemic and the reactions of governments around the world in response to COVID-19 to regulate the flow of labor and products began to impact our business in March 2020. If we need to close any of our facilities or a critical number of our employees become too ill to work, our distribution network could be materially adversely affected in a rapid manner. Similarly, if our customers experience adverse business consequences due to COVID-19, demand for our products could also be materially adversely affected in a rapid manner. The Company continues to experience customer demand through the third quarter of 2020 and during the subsequent period. Our teams continue to monitor demand disruption and there can be no assurance as to the level of demand that will prevail into 2021. A large portion of our customers continue to operate and sell our products, with some customers reducing operations or restricting some access to portions of the retail space. The magnitude of the financial impact on our quarterly and annual results is dependent on the duration of the COVID-19 pandemic and how quickly the U.S. and Canada economies resume normal operations.

We are exposed to the risk of unfavorable changes in foreign currency exchange rates for the U.S. dollar versus local currency of our suppliers located primarily in China and Taiwan. We purchase a significant variety of our products for resale from multiple vendors located in China and Taiwan. The purchase price of these products is routinely negotiated in U.S. dollar amounts rather than the local currency of the vendors and our suppliers’ profit margins decrease when the U.S. dollar declines in value relative to the local currency. This puts pressure on our suppliers to increase prices to us. The U.S. dollar increased in value relative to the CNY by approximately 5.7% in 2018, increased by 1.7% in 2019, and declined by 2.5% during the thirty-nine weeks ended September 26, 2020. The U.S. dollar increased in value relative to the Taiwan dollar by approximately 3.3% in 2018, decreased by 0.2% in 2019, and declined by 4.0% during the thirty-nine weeks ended September 26, 2020.

In addition, the negotiated purchase price of our products may be dependent upon market fluctuations in the cost of raw materials such as steel, zinc, and nickel used by our vendors in their manufacturing processes. The final purchase cost of our products may also be dependent upon inflation or deflation in the local economies of vendors in China and Taiwan that could impact the cost of labor used in the manufacturing of our products. We also utilize third parties to transport our products and subject to fluctuations in these costs. We identify the directional impact of changes in our product cost, but the quantification of each of these variable impacts cannot be measured as to the individual impact on our product cost with a sufficient level of precision.

We are also exposed to risk of unfavorable changes in Canadian dollar exchange rate versus the U.S. dollar. Our sales in Canada are denominated in Canadian dollars while a majority of the products are sourced in U.S. dollars. A weakening of the Canadian dollar versus the U.S. dollar results in lower sales in terms of U.S. dollars while the cost of sales remains unchanged. We have a practice of hedging some of our Canadian subsidiary’s purchases denominated in U.S. dollars. The U.S. dollar increased in value relative to the Canadian dollar by approximately 8.7% in 2018, decreased by 4.1% in 2019, and increased by 2.4% during the thirty-nine weeks ended September 26, 2020 . We may take pricing action, when warranted, in an attempt to offset a portion of product cost increases. The ability of our operating divisions to institute price increases and seek price concessions, as appropriate, is dependent on competitive market conditions.

We import large quantities of products which are subject to customs requirements and to tariffs and quotas set by governments through mutual agreements and bilateral actions. The recently implemented U.S. tariffs on steel and aluminum and other imported goods has increased our product costs and required us to increase prices on the affected products.

162

Product Revenues

The following is revenue based on products for our significant product categories and operating segments:

​

Hardware and Protective Solutions

Robotics and Digital Solutions

Canada

Total Revenue

Year Ended December 28, 2019

​

​

​

​

​

​

​

​

​

​

​

​

Fastening and hardware

​

$

607,247

​

$

—

​

$

121,242

​

$

728,489

Personal protective

​

​

245,769

​

​

—

​

​

—

​

​

245,769

Keys and key accessories

​

​

—

​

​

185,451

​

​

4,009

​

​

189,460

Engraving

​

​

—

​

​

50,613

​

​

9

​

​

50,622

Resharp

​

​

—

​

​

22

​

​

—

​

​

22

Consolidated

​

$

853,016

​

$

236,086

​

$

125,260

​

$

1,214,362

Year Ended December 29, 2018

​

​

​

​

​

​

​

​

​

​

​

​

Fastening and hardware

​

$

581,269

​

$

—

​

$

137,186

​

$

718,455

Personal protective

​

​

55,448

​

​

—

​

​

—

​

​

55,448

Keys and key accessories

​

​

—

​

​

143,898

​

​

4,217

​

​

148,115

Engraving

​

​

—

​

​

52,145

​

​

12

​

​

52,157

Resharp

​

​

—

​

​

—

​

​

—

​

​

—

Consolidated

​

$

636,717

​

$

196,043

​

$

141,415

​

$

974,175

​

Hardware and Protective Solutions

Robotics and Digital Solutions

Canada

Total Revenue

Thirty-nine Weeks Ended September 26, 2020

​

​

​

​

​

​

​

​

​

​

​

​

Fastening and hardware

​

$

543,832

​

$

—

​

$

98,430

​

$

642,262

Personal protective

​

​

239,151

​

​

—

​

​

78

​

​

239,229

Keys and key accessories

​

​

—

​

​

119,001

​

​

2,039

​

​

121,040

Engraving

​

​

—

​

​

38,666

​

​

5

​

​

38,671

Resharp

​

​

—

​

​

24

​

​

—

​

​

24

Consolidated

​

$

782,983

​

$

157,691

​

$

100,552

​

$

1,041,226

Thirty-nine Weeks Ended September 28, 2019

​

​

​

​

​

​

​

​

​

​

​

​

Fastening and hardware

​

$

465,524

​

$

—

​

$

96,248

​

$

561,772

Personal protective

​

​

185,430

​

​

—

​

​

—

​

​

185,430

Keys and key accessories

​

​

—

​

​

139,718

​

​

2,983

​

​

142,701

Engraving

​

​

—

​

​

39,646

​

​

4

​

​

39,650

Resharp

​

​

—

​

​

11

​

​

—

​

​

11

Consolidated

​

$

650,954

​

$

179,375

​

$

99,235

​

$

929,564

163

Results of Operations

Results of operations for the years ended December 28, 2019 and December 29, 2018:

​	Year Ended December 28, 2019					Year Ended December 29, 2018
(dollars in thousands)	Amount			% of Net Sales		Amount			% of Net Sales
Net sales	​	$	1,214,362	​	100.0%	​	$	974,175	​	100.0%
Cost of sales (exclusive of depreciation and amortization shown separately below)	​	​	693,881	​	57.1%	​	​	537,885	​	55.2%
Selling, general and administrative expenses	​	​	382,131	​	31.5%	​	​	320,543	​	32.9%
Depreciation	​	​	65,658	​	5.4%	​	​	46,060	​	4.7%
Amortization	​	​	58,910	​	4.9%	​	​	44,572	​	4.6%
Management fees to related party	​	​	562	​	—%	​	​	546	​	0.1%
Other (income) expense, net	​	​	5,525	​	0.5%	​	​	(2,874)	​	(0.3)%
Income from operations	​	​	7,695	​	0.6%	​	​	27,443	​	2.8%
Interest expense, net	​	​	113,843	​	9.4%	​	​	82,775	​	8.5%
Refinancing charges	​	​	—	​	—%	​	​	11,632	​	1.2%
Mark-to-market adjustment of interest rate swap	​	​	2,608	​	0.2%	​	​	607	​	0.1%
Loss before income taxes	​	​	(108,756)	​	(9.0)%	​	​	(67,571)	​	(6.9)%
Income tax expense (benefit)	​	​	(5,370)	​	(0.4)%	​	​	2,070	​	0.2%
Net (loss) income	​	$	(103,386)	​	(8.5)%	​	$	(69,641)	​	(7.1)%
Adjusted EBITDA(1)	​	$	178,658	​	14.7%	​	$	139,756	​	14.3%

(1)

Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from net income to Adjusted EBITDA.

Year Ended December 28, 2019 vs December 29, 2018

Net Sales

Net sales for the year ended December 28, 2019 were $1,214.4 million, or $4.8 million per shipping day, compared to net sales of $974.2 million, or $3.9 million per shipping day for the year ended December 29, 2018, an increase of approximately $240.2 million. The increase was primarily driven by the acquisitions of MinuteKey in the third quarter of 2018 and Big Time in the fourth quarter of 2018. The acquisitions increased revenue $227.6 million in the year ended December 28, 2019 as compared to the year ended December 29, 2018. Construction fastener products and builders hardware sales increased $19.2 million and $6.4 million, respectively, due to new product line roll outs with customers. Additionally, sales decreased $7.8 million due to the closure of a manufacturing facility in Canada and exiting the related product lines (see Note 14 — Restructuring of the Notes to Consolidated Financial Statements for additional information).

Cost of Sales

Our cost of sales (“COS”) is exclusive of depreciation and amortization expense. COS was $693.9 million, or 57.1% of net sales, for the year ended December 28, 2019, an increase of $156.0 million compared to $537.9 million, or 55.2% of net sales, for the year ended December 29, 2018. The increase of 1.9% in cost of sales, expressed as a percent of net sales, in 2019 compared to 2018 was primarily due to the following items:

1.

A higher mix of personal protective equipment which has a higher cost of sales as a percentage of net sales compared to our other product categories.

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2.

In the year ended December 28, 2019, we had inventory valuation adjustments in our Hardware and Protective Solutions segment of $5.7 million primarily related to strategic review of our product offerings and restructuring activities (see Note 14 — Restructuring of the Notes to Consolidated Financial Statements for additional information).

3.

Net sales was reduced by $7.2 million in the year ended December 28, 2019 for payments made to customers associated with the new product line roll outs for construction fastener products and builders hardware.

4.

We recorded a reduction of $3.8 million in cost of sales recorded in 2018 due to an adjustment of our accrual for anti-dumping duties based on the final results of the Department of Commerce’s administrative review of nails from China (see Note 15 — Commitments and Contingencies of the Notes to Consolidated Financial Statements for additional information).

5.

The remaining increase was driven by higher product cost due to tariffs.

6.

These increases were partially offset by lower inventory valuation adjustments in our Canada segment of $5.5 million driven by charges taken in 2018 related to exiting certain lines of business and rationalizing stock keeping units (see Note 14 — Restructuring of the Notes to Consolidated Financial Statements for additional information).

Expenses

Selling, general, and administrative.(“SG&A”) expenses were approximately $382.1 million for the year ended December 28, 2019, an increase of approximately $61.6 million, compared to $320.5 million in the year ended December 29, 2018. The following changes in underlying trends impacted the change in operating expenses:

•

Selling expense was $156.8 million in the year ended December 28, 2019, an increase of $22.8 million compared to $134.0 million for the year ended December 29, 2018. The acquisition of MinuteKey in the third quarter of 2018 and Big Time in the fourth quarter of 2018 added $24.9 million in selling expense for the year ended December 28, 2019 as compared to 2018. These increases were offset by a decrease of $3.3 million for the cost of updating customer store labels for a new pricing program in 2018.

•

Warehouse and delivery expenses were $142.3 million for the year ended December 28, 2019, an increase of $17.3 million compared to warehouse and delivery expenses of $124.9 million for the year ended December 29, 2018. The acquisition of MinuteKey in the third quarter of 2018 and Big Time in the fourth quarter of 2018 added $7.5 million in warehouse expense for the year ended December 28, 2019. We incurred $4.6 million of higher expense for increases in labor, benefits, freight, and equipment costs. We also incurred additional warehouse expense of $3.8 million in 2019 related to restructuring activities in our Canada segment (see Note 14 — Restructuring of the Notes to Consolidated Financial Statements for additional information).

•

General and administrative (“G&A”) expenses were $83.0 million in the year ended December 28, 2019, an increase of $21.4 million compared to $61.6 million in the year ended December 29, 2018. The increase was primarily due to the acquisitions of Big Time and MinuteKey, which added $10.1 million an G&A expense in 2019. We also incurred $5.4 million of additional expense for retention and long term incentive compensation plans introduced in the fourth quarter of 2018. Additionally, we incurred severance and related charges of $3.9 million related to corporate restructuring activities (see Note 14 — Restructuring of the Notes to Consolidated Financial Statements for additional information). Finally, we incurred $1.6 million of higher compensation and benefits expense in 2019. These increases were partially offset by lower acquisition related charges in the year ended December 28, 2019.

Depreciation expense was $65.7 million in the year ended December 28, 2019 compared to $46.1 million in the year ended December 29, 2018. The increase was primarily due to the acquisitions of Big Time and MinuteKey, which added $9.2 million in depreciation expense in 2019. The remaining increase was driven by our investment in key duplicating machines and merchandising racks.

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Amortization expense was $58.9 million in the year ended December 28, 2019 compared to $44.6 million in the year ended December 29, 2018. The increase was primarily due to the acquisitions of Big Time and MinuteKey, which added $14.3 million an amortization expense in 2019.

Other expense of $5.5 million for the year ended December 28, 2019 increased $8.4 million compared to income of $2.9 million in the year ended December 29, 2018. In the year ended December 28, 2019, other expense consisted of an impairment charge of $7.0 million related to the loss on the disposal of our FastKey self-service key duplicating kiosks. These losses were offset by a gain on the sale of machinery and equipment of $0.4 million (see Note 14 — Restructuring of the Notes to Consolidated Financial Statements for additional information), and exchange rate gains of $0.7 million. Other income of $2.9 million for the year ended December 29, 2018 consisted of a $5.3 million net gain on the sale and disposal of property, plant, and equipment associated with the restructuring of the Canada segment (see Note 14 — Restructuring of the Notes to Consolidated Financial Statements for additional information). The gain was partially offset by $2.0 million of exchange rate losses.

Interest expense, net, of $113.8 million for the year ended December 28, 2019 increased $31.1 million, compared to $82.8 million for the year ended December 29, 2018. During 2018, we refinanced our term loan and revolver, increasing the outstanding term loan by approximately $527.5 million. This activity, along with additional draws on our revolving credit facility during the year, led to increased interest expense in the year ended December 28, 2019. In connection with the refinancing, we incurred $11.6 million in refinancing charges during the year ended December 29, 2018. See Note 7 — Long-Term Debt of the Notes to Consolidated Financial Statements for additional information.

Results of Operations

Results of operations for the thirty-nine weeks ended September 26, 2020 and September 28, 2019:

​	Thirty-nine Weeks Ended September 26, 2020					Thirty-nine Weeks Ended September 28, 2019
(dollars in thousands)	Amount			% of Net Sales		Amount			% of Net Sales
Net sales	​	$	1,041,226	​	100.0%	​	$	929,564	​	100.0%
Cost of sales (exclusive of depreciation and amortization shown separately below)	​	​	590,294	​	56.7%	​	​	523,816	​	56.4%
Selling, general and administrative expenses	​	​	292,056	​	28.0%	​	​	288,047	​	31.0%
Depreciation	​	​	50,673	​	4.9%	​	​	48,740	​	5.2%
Amortization	​	​	44,596	​	4.3%	​	​	44,114	​	4.7%
Other (income) expense	​	​	(1,669)	​	(0.2)%	​	​	6,083	​	0.7%
Income from operations	​	​	65,276	​	6.3%	​	​	18,764	​	2.0%
Interest expense, net of investment income	​	​	77,018	​	7.4%	​	​	86,681	​	9.3%
Mark-to-market adjustment of interest rate swap	​	​	1,169	​	0.1%	​	​	3,217	​	0.3%
Loss before income taxes	​	​	(12,911)	​	(1.2)%	​	​	(71,134)	​	(7.7)%
Income tax benefit	​	​	(9,593)	​	(0.9)%	​	​	(1,844)	​	(0.2)%
Net loss	​	$	(3,318)	​	(0.3)%	​	$	(69,290)	​	(7.5)%
Adjusted EBITDA(1)	​	$	178,104	​	17.1%	​	$	143,515	​	15.4%

(1)

Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from net income to Adjusted EBITDA.

Thirty-nine weeks ended September 26, 2020 vs the Thirty-nine weeks ended September 28, 2019

Net Sales

Net sales for the thirty-nine weeks ended September 26, 2020 were $1,041.2 million, an increase of approximately $111.7 million compared to net sales of $929.6 million for the thirty-nine weeks ended

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September 28, 2019. Sales of personal protective equipment increased by $53.7 million due to high demand for gloves and face masks. Construction fastener products sales increased $41.2 million driven by strong sales with big box retailers and traditional hardware stores. Additionally, we saw strong demand for core fasteners, which increased $13.9 million, builders hardware, which increased $7.3 million, rods shapes and sheets, which increased $5.9 million, and strong sales across our other fastening and hardware categories. Finally, sales in Canada increased $1.3 million, primarily due to strong demand with big box retailers as restrictions related to COVID-19 were lifted. These increases were offset by a decrease of $20.7 million in key sales in the United States. Key sales were negatively impacted by restricted access to key duplicating kiosks and retail key duplication services as a result of COVID-19. As the economy has started to reopen, our service team has worked closely with our customers to restore access to key machines.

Cost of Sales

Our cost of sales was $590.3, or 56.7% of net sales, in the thirty-nine weeks ended September 26, 2020, an increase of approximately $66.5 compared to $523.8, or 56.4% of net sales, in the thirty-nine weeks ended September 28, 2019. The increase of 0.3% in cost of sales, expressed as a percent of net sales, in the thirty-nine weeks ended September 26, 2020 compared to the thirty-nine weeks ended September 28, 2019 was primarily due to a higher mix of construction fastener products and Protective Solutions offset by sourcing savings. Additionally, in the thirty-nine weeks ended September 28, 2019, net sales was reduced by $6.1 million for payments made to customers associated with the new product line roll outs for construction fastener products and builders hardware.

Expenses

Selling, general, and administrative (“SG&A”) expenses were approximately $292.1 million in the thirty-nine weeks ended September 26, 2020, an increase of approximately $4.0 million, compared to $288.0 million in the thirty-nine weeks ended September 28, 2019. The following changes in underlying trends impacted the change in operating expenses:

•

Selling expense was $111.4 million in the thirty-nine weeks ended September 26, 2020, a decrease of $8.0 million compared to $119.4 million in the thirty-nine weeks ended September 28, 2019. The decrease in selling expense was primarily due to lower marketing and travel and entertainment expense in the thirty-nine weeks ended September 26, 2020. Additionally, we had lower compensation cost as a result of the restructuring in our U.S. operations that began in the fourth quarter of 2019.

•

Warehouse and delivery expenses were $118.6 million in the thirty-nine weeks ended September 26, 2020, an increase of $12.2 million compared to $106.4 million in the thirty-nine weeks ended September 28, 2019. The additional expense was primarily due to higher variable compensation and freight expenses related to increased sales. The remaining increase was due to $2.6 million of increased labor driven by premium pay offered to warehouse workers during the COVID-19 pandemic along with additional supplies and personal protective equipment for our facilities.

•

General and administrative (“G&A”) expenses were $62.0 million in the thirty-nine weeks ended September 26, 2020, a decrease of $0.3 million compared to $62.3 million in the thirty-nine weeks ended September 28, 2019. The decrease was primarily due to decreased acquisition and integration expense. The decrease was partially offset by increased incentive compensation expense and increased legal fees (see Note 6 — Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements for additional information).

Depreciation expense was $50.7 million in the thirty-nine weeks ended September 26, 2020 compared to depreciation expense of $48.7 million in the thirty-nine weeks ended September 28, 2019. The increase was primarily driven by our investment in key duplication machines and merchandising racks.

Amortization expense was $44.6 million in the thirty-nine weeks ended September 26, 2020 which was comparable to the thirty-nine weeks ended September 28, 2019.

Other income was $1.7 million in the thirty-nine weeks ended September 26, 2020 compared to other expense of $6.1 million in the thirty-nine weeks ended September 28, 2019. In the thirty-nine weeks ended September 26, 2020 other income consisted primarily of $1.8 million in cash received from the Canadian

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government as part of the Canada Emergency Wage Subsidy program for relief during the second quarter shutdown in Canada during the COVID-19 pandemic. Additionally, we recorded a $1.3 million gain on the revaluation of the contingent consideration associated with the acquisition of Resharp, see Note 13 — Fair Value Measurements of the Notes to Condensed Consolidated Financial Statements for additional information. These gains were partially offset by exchange rate losses of $1.4 million. Other expense in the thirty-nine weeks ended September 28, 2019 consisted of an impairment charge of $6.9 million related to the loss on the disposal of our FastKey self-service key duplicating kiosks. These losses were offset by a gain the sale of machinery and equipment of $0.4 million (see Note 9 — Restructuring of the Notes to Condensed Consolidated Financial Statements for additional information) and exchange rate gains of $0.5 million.

Results of Operations — Operating Segments

The following table provides supplemental information of our sales and profitability by operating segment (in thousands):

Hardware and Protective Solutions

​	Year Ended December 28, 2019			Year Ended December 29, 2018			Thirty-nine Weeks Ended September 26, 2020			Thirty-nine Weeks Ended September 28, 2019
Hardware and Protective Solutions	​	​	​	​	​	​	​	​	​	​	​	​
Segment Revenues	​	$	853,016	​	$	636,717	​	$	782,983	​	$	650,954
Segment Income from Operations	​	$	14,204	​	$	18,555	​	$	63,383	​	$	16,361
Adjusted EBITDA(1)	​	$	101,319	​	$	76,896	​	$	123,711	​	$	81,966

(1)

Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from operating income to Adjusted EBITDA by segment.

Year Ended December 28, 2019 vs December 29, 2018

Net Sales

Hardware and Protective Solutions net sales for the year ended December 28, 2019 increased by $216.3 million from the prior year. The primary drivers of this increase were:

•

The acquisition of Big Time in the fourth quarter of 2018 increased revenue $190.3 million in the year ended December 28, 2019.

•

Construction fastener products and builders hardware sales increased $19.2 million and $6.4 million, respectively, due to new product line roll outs with customers.

Income from Operations

Income from operations of our Hardware and Protective Solutions operating segment decreased by approximately $4.4 million in the year ended December 28, 2019 to $14.2 million from $18.6 million in the year ended December 29, 2018. The increased sales noted above were offset by increased cost of sales and increased selling, general and administrative expenses as outlined below:

Cost of sales as a percentage of net sales was 62.0% in the year ended December 28, 2019, an increase of 5.3% from 56.7% in the year ended December 29, 2018. The primary drivers of this increase were:

•

Cost of sales as a percentage of net sales was primarily driven by a higher mix of personal protective equipment.

•

Inventory valuation adjustments were $5.7 million in 2019 primarily related to restructuring activities (see Note 14 — Restructuring of the Notes to Consolidated Financial Statements for additional information).

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•

Net sales was reduced by $7.2 million in the year ended December 28, 2019 for payments made to customers associated with the new product line roll outs for construction fastener products and builders hardware.

•

We recorded a reduction of $3.8 million in cost of sales recorded in 2018 due to an adjustment of our accrual for anti-dumping duties based on the final results of the Department of Commerce’s administrative review of nails from China (see Note 15 — Commitments and Contingencies of the Notes to Consolidated Financial Statements for additional information).

Operating expenses increased $52.3 million in our Hardware and Protective Solutions segment primarily due to:

•

The acquisition of Big Time in the fourth quarter of 2018 increased SG&A $22.0 million and $10.6 million in amortization expense in the year ended December 28, 2019.

•

Warehouse costs, excluding the acquisition of Big Time, increased $6.8 million primarily driven by increased labor, benefits, freight and maintenance costs.

•

We incurred $4.4 million of additional expense for retention and long term incentive compensation plans introduced in the fourth quarter of 2018.

•

Additionally, we incurred severance and related charges of $3.2 million related to corporate restructuring activities (see Note 14 — Restructuring of the Notes to Consolidated Financial Statements for additional information).

Thirty-nine weeks ended September 26, 2020 vs the Thirty-nine weeks ended September 28, 2019

Net Sales

Net sales for our Hardware and Protective Solutions operating segment increased by $132.0 million in thirty-nine weeks ended September 26, 2020 to $783.0 million as compared to $651.0 million in the thirty-nine weeks ended September 28, 2019. The primary drivers of this increase were:

•

Sales of personal protective equipment increased by $53.7 million due to high demand for gloves and face masks.

•

Construction fastener products sales increased $41.2 million driven by strong sales with big box retailers and traditional hardware stores.

•

We saw strong demand for core fasteners, which increased $13.9 million,builders hardware, which increased $7.3 million, rods shapes and sheets, which increased $5.9 million, and strong sales across our other fastening and hardware categories.

•

The remaining increase in net sales was driven by price increases initiated throughout the second quarter of 2019 to offset the impact of tariffs.

Income from Operations

Income from operations of our Hardware and Protective Solutions operating segment increased by approximately $47.0 million in the thirty-nine weeks ended September 26, 2020 to $63.4 million as compared to $16.4 million in the thirty-nine weeks ended September 28, 2019. The increase was driven by the increase in sales along with lower selling and general and administrative expenses.

•

Driven primarily by the increased sales, cost of good sold increased by approximately $72.8 million in the thirty-nine weeks ended September 26, 2020 to $473.0 million as compared to $400.2 million in the thirteen weeks ended September 28, 2019. Cost of sales as a percentage of net sales was 60.4% in the thirty-nine weeks ended September 26, 2020, a decrease of 1.1% from 61.5% in the thirteen weeks ended September 28, 2019. The decrease in cost of sales as a percentage of net sales was primarily driven $6.1 million for payments made to customers in the thirty-nine weeks ended September 28, 2019 associated with the new product line roll outs for construction fastener products and builders hardware combined with sourcing savings. This was partially offset by a higher mix of construction fastener products and protective Solutions.

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•

Warehouse expense increased $12.0 million in the thirty-nine weeks ended September 26, 2020 compared to the thirty-nine weeks ended September 28, 2019. The additional expense was primarily due to increased labor driven by premium pay offered to warehouse workers during the COVID-19 pandemic along with additional supplies and personal protective equipment for our facilities. The remaining increase was primarily due to higher variable and incentive compensation expense related to increased sales.

•

General and administrative (“G&A”) expenses decreased $3.2 million in the thirty-nine weeks ended September 26, 2020. The decrease was primarily due to decreased integration expenses for acquisitions completed in 2018 partially offset by increased incentive compensation in the thirty-nine weeks ended September 26, 2020.

•

Depreciation expense increased $2.0 million in the thirty-nine weeks ended September 26, 2020 due to our merchandising racks.

Robotics and Digital Solutions

​	Year Ended December 28, 2019			Year Ended December 29, 2018			Thirty-nine Weeks Ended September 26, 2020			Thirty-nine Weeks Ended September 28, 2019
Robotics and Digital Solutions	​	​	​	​	​	​	​	​	​	​	​	​
Segment Revenues	​	$	236,086	​	$	196,043	​	$	157,691	​	$	179,375
Segment Income from Operations	​	$	3,385	​	$	17,705	​	$	4,432	​	$	3,859
Adjusted EBITDA(1)	​	$	70,966	​	$	57,369	​	$	48,207	​	$	55,237

(1)

Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from operating income to Adjusted EBITDA by segment.

Year Ended December 28, 2019 vs December 29, 2018

Net Sales

Net sales for our Robotics and Digital Solutions operating segment increased $40.0 million in the year ended December 28, 2019 compared to the net sales for 2018 primarily due to:

•

The acquisition of Minute Key in the third quarter of 2018, which increased revenue $37.3 million in the year ended December 28, 2019.

•

Automotive key sales increased $4.2 million in the year ended December 28, 2019.

Income from Operations

Income from operations of our Robotics and Digital Solutions operating segment decreased by approximately $14.3 million in the year ended December 28, 2019 to $3.4 million from $17.7 million in the year ended December 29, 2018. The increased sales were offset by increased SG&A, depreciation and amortization expenses as outlined below:

•

The acquisition of MinuteKey added $20.5 million in SG&A expenses, $8.5 million in depreciation and $3.7 million in amortization expense in the year ended December 28, 2019.

•

We incurred $7.7 million of impairment charges in 2019 related to the loss on the disposal of our FastKey self-service key duplicating kiosks.

•

Depreciation expense, excluding MinuteKey, increased $4.4 million driven by our continued investment in key duplicating machines.

•

We incurred $1.5 million in legal fees related to the ongoing litigation with KeyMe, Inc (see Note 15 — Commitments and Contingencies of the Notes to Consolidated Financial Statements for additional information).

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•

We incurred $1.0 million of additional expense for retention and long term incentive compensation plans introduced in the fourth quarter of 2018.

Thirty-nine weeks ended September 26, 2020 vs the Thirty-nine weeks ended September 28, 2019

Net Sales

Net sales in our Robotics and Digital Solutions operating segment decreased $21.7 million in thirty-nine weeks ended September 26, 2020 to $157.7 million as compared to $179.4 million in the thirty-nine weeks ended September 28, 2019. The lower sales were primarily due to decreases of $20.7 million and $1.0 million in key and engraving sales, respectively. Key and engraving sales were negatively impacted by reduced retail foot traffic and restricted access to key duplicating and engraving kiosks along with retail key duplication services as a result of COVID-19. As the economy has started to reopen, our service team has worked closely with our customers to restore access to key duplicating and engraving kiosks.

Income from Operations

Income from operations of our Robotics and Digital Solutions operating segment increased by approximately $0.6 million in the thirty-nine weeks ended September 26, 2020 to income of $4.4 million as compared to $3.9 million in the thirty-nine weeks ended September 28, 2019. The decreased sales were offset by decreases in cost of good sold, selling, warehouse expenses, and other income and expense. These decreases were partially offset by increased general and administrative expense.

•

Driven primarily by the decreased sales, cost of good sold decreased by approximately $7.4 million in the thirty-nine weeks ended September 26, 2020 to $50.5 million as compared to $57.9 million in the thirty-nine weeks ended September 28, 2019. Cost of sales as a percentage of net sales was 32.0% in the thirty-nine weeks ended September 26, 2020, a decrease of 0.3% from 32.3% in the thirty-nine weeks ended September 28, 2019. The decrease in cost of sales as a percentage of net sales was primarily driven by a higher mix of self service key sales.

•

Selling expense decreased $6.5 million in the thirty-nine weeks ended September 26, 2020 compared to the thirty-nine weeks ended September 28, 2019. The decrease was primarily due to lower sales commissions for kiosk sales and reduced travel and compensation expense.

•

Warehouse expense decreased $1.6 million in the thirty-nine weeks ended September 26, 2020 compared to the thirty-nine weeks ended September 28, 2019. The decrease was primarily due to lower freight and shipping expenses driven by lower sales volume.

•

General and administrative expense increased by $2.8 million primarily due to increased legal fees associated with our ongoing litigation with KeyMe (see Note 6 — Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements for additional information).

•

Other income increased by $8.0 million in the thirty-nine weeks ended September 26, 2020 compared to the thirty-nine weeks ended September 28, 2019. Other income was $1.3 million in the thirty-nine weeks ended September 26, 2020 and was driven by revaluation of the contingent consideration associated with the acquisition of Resharp, see Note 13 — Fair Value Measurements of the Notes to the Condensed Consolidated Financial Statements for additional information. In the thirty-nine weeks ended September 28, 2019 other expense was comprised primarily of an impairment charge of $6.8 million related to the loss on the disposal of our FastKey self-service key duplicating kiosks and related assets.

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Canada

​	Year Ended December 28, 2019			Year Ended December 29, 2018			Thirty-nine Weeks Ended September 26, 2020			Thirty-nine Weeks Ended September 28, 2019
Canada	​	​	​	​	​	​	​	​	​	​	​	​
Segment Revenues	​	$	125,260	​	$	141,415	​	$	100,552	​	$	99,235
Segment Loss from Operations	​	$	(9,894)	​	$	(8,817)	​	$	(2,539)	​	$	(1,456)
Adjusted EBITDA(1)	​	$	6,373	​	$	5,491	​	$	6,186	​	$	6,312

(1)

Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from operating income to Adjusted EBITDA by segment.

Year Ended December 28, 2019 vs December 29, 2018

Net Sales

Net sales in our Canada operating segment decreased by $16.2 million in the year ended December 28, 2019 primarily due to:.

•

The unfavorable impact of conversion of the local currency to U.S. dollars.

•

The closure of a manufacturing facility in Canada and exiting the related product lines resulted in to $7.8 million in lower sales.

Income (Loss) from Operations

Income from operations of our Canada segment decreased by $1.1 million in the year ended December 28, 2019 to a loss of $9.9 million as compared to a loss of $8.8 million in the year ended December 29, 2018. The decrease in sales was offset by lower COS as percentage of sales. Additionally, we incurred higher other expense in the year ended December 28, 2019.

•

COS as a percentage of net sales decreased 5.3% from 74.4% in the year ended December 29, 2018 to 69.1% in the year ended December 28, 2019 primarily due to $9.8 million of inventory valuation adjustments taken in 2018 in our Canada segment driven by exiting certain lines of business and rationalizing stock keeping units as compared to inventory adjustments of $4.3 million in the year ended December 28, 2019 (see Note 14 — Restructuring of the Notes to Consolidated Financial Statements for additional information).

•

Other income and expense decreased $2.4 million to income of $1.1 million in 2019 compared with income of $3.5 million in the year ended December 29, 2018. Other income for the year ended December 28, 2019 included a gain on the sale of machinery and equipment of $0.4 million (see Note 14 — Restructuring of the Notes to Consolidated Financial Statements for additional information), and exchange rate gains of $0.7 million. Other income for the year ended December 29, 2018 consisted of a $5.3 million net gain on the sale and disposal of property, plant, and equipment associated with the restructuring of the Canada segment, (see Note 14 — Restructuring of the Notes to Consolidated Financial Statements for additional information). The gain in the year ended December 29, 2018 was offset by $1.8 million exchange rate losses of exchange rate losses.

Thirty-nine weeks ended September 26, 2020 vs the Thirty-nine weeks ended September 28, 2019

Net Sales

Net sales in our Canada operating segment increased by $1.3 million in the thirty-nine weeks ended September 26, 2020 to $100.6 million as compared to $99.2 million in the thirty-nine weeks ended

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September 28, 2019. The increase was primarily due to strong retail demand for our products partially offset by in store shopping restrictions during the second quarter which led to lower demand during that period.

Income from Operations

Income from operations of our Canada operating segment decreased by approximately $1.1 million in the thirty-nine weeks ended September 26, 2020 to a loss of $2.5 million as compared to a loss of $1.5 million in the thirty-nine weeks ended September 28, 2019. The decrease was driven by increased warehouse expense. We incurred additional warehouse expense of $0.5 million in 2020 related to restructuring activities in our Canada segment (see Note 9 — Restructuring of the Notes to Condensed Consolidated Financial Statements for additional information). The remaining decrease was primarily due to higher variable compensation and freight expenses related to increased sales.

Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP financial measure and is the primary basis used to measure the operational strength and performance of our businesses as well as to assist in the evaluation of underlying trends in our businesses. This measure eliminates the significant level of noncash depreciation and amortization expense that results from the capital-intensive nature of our businesses and from intangible assets recognized in business combinations. It is also unaffected by our capital and tax structures, as our management excludes these results when evaluating our operating performance. Our management and Board of Directors use this financial measure to evaluate our consolidated operating performance and the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. Additionally, we believe that Adjusted EBITDA is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Adjusted EBITDA may not be directly comparable to similar measures used by other companies.

The following table presents a reconciliation of Net income, the most directly comparable financial measures under GAAP, to Adjusted EBITDA for the periods presented:

​

Year Ended December 28, 2019

Year Ended December 29, 2018

Thirty-nine Weeks Ended September 26, 2020

Thirty-nine Weeks Ended September 28, 2019

Net loss

​

$

(103,386)

​

$

(69,641)

​

$

(3,318)

​

$

(69,290)

Income tax (benefit) expense

​

​

(5,370)

​

​

2,070

​

​

(9,593)

​

​

(1,844)

Interest expense, net

​

​

101,613

​

​

70,545

​

​

67,746

​

​

77,509

Interest expense on junior subordinated debentures

​

​

12,608

​

​

12,608

​

​

9,555

​

​

9,456

Investment income on trust common securities

​

​

(378)

​

​

(378)

​

​

(283)

​

​

(284)

Depreciation

​

​

65,658

​

​

46,060

​

​

50,673

​

​

48,740

Amortization

​

​

58,910

​

​

44,572

​

​

44,596

​

​

44,114

Mark-to-market adjustment on interest rate swaps

​

​

2,608

​

​

607

​

​

1,169

​

​

3,217

EBITDA

​

​

132,263

​

​

106,443

​

​

160,545

​

​

111,618

Stock compensation expense

​

​

2,981

​

​

1,590

​

​

3,818

​

​

1,906

Management fees

​

​

562

​

​

546

​

​

451

​

​

396

Facility exits(1)

​

​

—

​

​

1,279

​

​

3,466

​

​

—

Restructuring(2)

​

​

13,749

​

​

9,737

​

​

3,427

​

​

4,566

Litigation expense(3)

​

​

1,463

​

​

—

​

​

5,653

​

​

812

173

​

Year Ended December 28, 2019

Year Ended December 29, 2018

Thirty-nine Weeks Ended September 26, 2020

Thirty-nine Weeks Ended September 28, 2019

Acquisition and integration expense(4)

​

​

12,557

​

​

12,358

​

​

2,044

​

​

11,238

Change in fair value of contingent consideration

​

​

—

​

​

—

​

​

(1,300)

​

​

—

Buy-back expense(5)

​

​

7,196

​

​

—

​

​

—

​

​

6,083

Asset impairment charges(6)

​

​

7,887

​

​

—

​

​

—

​

​

6,896

Refinancing costs

​

​

—

​

​

11,632

​

​

—

​

​

—

Anti-dumping duties

​

​

—

​

​

(3,829)

​

​

—

​

​

—

Adjusted EBITDA

​

$

178,658

​

$

139,756

​

$

178,104

​

$

143,515

(1)

Facility exits include costs associated with the closure of facilities in Parma, Ohio, San Antonio, Texas and Dallas, Texas.

(2)

Restructuring includes restructuring costs associated with restructuring in our Canada segment announced in 2018, including facility consolidation, stock keeping unit rationalization, severance, sale of property and equipment, and charges relating to exiting certain lines of business. Also included is restructuring in our United Stated business announced in 2019, including severance related to management realignment and the integration of sales and operating functions. See Note 14 — Restructuring of the Notes to the Consolidated Financial Statements for additional information. Finally, includes consulting and other costs associated with streamlining our manufacturing and distribution operations.

(3)

Litigation expense includes legal fees associated with our ongoing litigation with KeyMe, Inc (see Note 15 — Commitments and Contingencies of the Notes to Consolidated Financial Statements for additional information).

(4)

Acquisition and integration expense includes professional fees, non-recurring bonuses, several and other costs related to historical acquisitions.

(5)

Buy-back expense includes one-time payments made to customers associated with the new product line roll outs for construction fastener products and builders hardware.

(6)

Asset impairment charges includes impairment losses for the disposal of FastKey self-service key duplicating kiosks and related assets.

The following tables present a reconciliation of segment operating income, the most directly comparable financial measures under GAAP, to segment Adjusted EBITDA for the periods presented (amounts in millions):

Year Ended December 28, 2019

Hardware and Protective Solutions

Robotics and Digital Solutions

Canada

Consolidated

Operating Income

​

$

14,204

​

$

3,385

​

$

(9,894)

​

$

7,695

Depreciation and Amortization

​

​

65,369

​

​

52,924

​

​

6,275

​

​

124,568

Stock compensation expense

​

​

2,436

​

​

545

​

​

—

​

​

2,981

Management fees

​

​

562

​

​

—

​

​

—

​

​

562

Restructuring

​

​

3,163

​

​

708

​

​

9,878

​

​

13,749

Litigation expense

​

​

—

​

​

1,463

​

​

—

​

​

1,463

Acquisition and integration expense

​

​

8,837

​

​

3,720

​

​

—

​

​

12,557

Buy-back expense

​

​

7,196

​

​

—

​

​

—

​

​

7,196

Asset impairment charges

​

​

—

​

​

7,773

​

​

114

​

​

7,887

Corporate and intersegment adjustments

​

​

(448)

​

​

448

​

​

—

​

​

—

Adjusted EBITDA

​

$

101,319

​

$

70,966

​

$

6,373

​

$

178,658

174

Year Ended December 29, 2018	Hardware and Protective Solutions		Robotics and Digital Solutions		Canada		Consolidated
Operating Income	​	18,555	​	17,705	​	(8,817)	​	27,443
Depreciation and Amortization	​	50,163	​	35,898	​	4,571	​	90,632
Stock compensation expense	​	1,302	​	288	​	—	​	1,590
Management fees	​	546	​	—	​	—	​	546
Facility Exits	​	1,279	​	—	​	—	​	1,279
Restructuring	​	—	​	—	​	9,737	​	9,737
Acquisition and integration expense	​	7,126	​	5,232	​	—	​	12,358
Anti-dumping duties	​	(3,829)	​	—	​	—	​	(3,829)
Corporate and intersegment adjustments	​	1,754	​	(1,754)	​	—	​	—
Adjusted EBITDA	​	76,896	​	57,369	​	5,491	​	139,756

Thirty-nine Weeks Ended September 26, 2020

Hardware and Protective Solutions

Robotics and Digital Solutions

Canada

Consolidated

Operating Income

​

$

63,383

​

$

4,432

​

$

(2,539)

​

$

65,276

Depreciation and Amortization

​

​

51,608

​

​

38,296

​

​

5,365

​

​

95,269

Stock compensation expense

​

​

3,285

​

​

533

​

​

—

​

​

3,818

Management fees

​

​

389

​

​

62

​

​

—

​

​

451

Facility Exits

​

​

3,466

​

​

—

​

​

—

​

​

3,466

Restructuring

​

​

67

​

​

—

​

​

3,360

​

​

3,427

Litigation expense

​

​

—

​

​

5,653

​

​

—

​

​

5,653

Acquisition and integration expense

​

​

1,513

​

​

531

​

​

—

​

​

2,044

Change in fair value of contingent consideration

​

​

—

​

​

(1,300)

​

​

—

​

​

(1,300)

Corporate and intersegment adjustments

​

​

300

​

​

(300)

​

​

—

​

​

—

Adjusted EBITDA

​

$

123,711

​

$

48,207

​

$

6,186

​

$

178,104

Thirty-nine Weeks Ended September 28, 2019

Hardware and Protective Solutions

Robotics and Digital Solutions

Canada

Consolidated

Operating Income

​

$

16,361

​

$

3,859

​

$

(1,456)

​

$

18,764

Depreciation and Amortization

​

​

48,506

​

​

39,880

​

​

4,468

​

​

92,854

Stock compensation expense

​

​

1,557

​

​

349

​

​

—

​

​

1,906

Management fees

​

​

396

​

​

—

​

​

—

​

​

396

Restructuring

​

​

1,127

​

​

253

​

​

3,186

​

​

4,566

Litigation expense

​

​

—

​

​

812

​

​

—

​

​

812

Acquisition and integration expense

​

​

7,936

​

​

3,302

​

​

—

​

​

11,238

Buy-back expense

​

​

6,083

​

​

—

​

​

—

​

​

6,083

Asset impairment charges

​

​

—

​

​

6,782

​

​

114

​

​

6,896

Corporate and intersegment adjustments

​

​

—

​

​

—

​

​

—

​

​

—

Adjusted EBITDA

​

$

81,966

​

$

55,237

​

$

6,312

​

$

143,515

175

Income Taxes

Year Ended December 28, 2019 vs December 29, 2018

In the year ended December 28, 2019, we recorded an income tax benefit of $5.4 million on a pre-tax loss of $108.8 million. The effective income tax rate was 4.9% for the year ended December 28, 2019. In the year ended December 29, 2018, we recorded income tax expense of $2.1 million on a pre-tax loss of $67.6 million. The effective income tax rate was (3.1)% for the year ended December 29, 2018.

In 2019, the Company’s effective tax rate differed from the federal statutory tax rate primarily due to valuation allowances recorded for the Company’s non-deductible interest expense as well as certain state net operating losses (“NOLs”). The Company recorded $16.7 million in income tax expense attributable to a valuation allowance recorded on the Company’s non-deductible interest expense. The Company anticipates that approximately $72.0 million of the $114.2 million in interest expense will be considered non-deductible for the 2019 period. Additionally, the Company recorded $2.7 million in income tax expense attributable to state NOLs that are expected to expire prior to their utilization.

The effective income tax rate differed from the federal statutory tax rate in the year ended December 29, 2018 primarily due to the provisions established with the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). We recorded approximately $11.7 million in income tax expense attributable to certain provisions of the 2017 Tax Act. The Company recorded a valuation allowance of $6.1 million for certain U.S. federal net operating losses that are subject to the dual consolidated loss limitation rules. Additionally, the Company recorded $2.2 million in income tax expense for certain non-deductible acquisition costs attributable to the MinuteKey and Big Time acquisitions. The remaining differences between the effective income tax rate and the federal statutory rate in the year ended December 29, 2018 were attributable to state and foreign income taxes.

Thirty-nine weeks ended September 26, 2020 vs the Thirty-nine weeks ended September 28, 2019

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) into law. The CARES Act provides a substantial stimulus and assistance package intended to address the impact of the COVID-19 pandemic, and among other things, provides tax relief for businesses. The Company has analyzed the available benefits provided with the CARES Act and intends to utilize the 50% limitation of Adjusted Taxable Income for Section 163(j), the payroll tax deferrals, and the accelerated refund from prior year alternative minimum tax credits.

In the thirty-nine weeks ended September 26, 2020, we recorded an income tax benefit of $9.6 million on a pre-tax loss of $12.9 million. The effective income tax rate was 74.3% for the thirty-nine weeks ended September 26, 2020. In the thirty-nine weeks ended September 28, 2019, we recorded an income tax benefit of $1.8 million on a pre-tax loss of $71.1 million The effective income tax rate was 2.6% for the thirty-nine weeks ended September 28, 2019.

The effective income tax rate differed from the federal statutory tax rate in the thirty-nine weeks ended September 26, 2020 primarily due a change in the IRC Section 163(j) interest limitation under the CARES Act, state and foreign income taxes, and certain non-deductible expenses.

The effective income tax rate differed from the federal statutory tax rate in the thirty-nine weeks ended September 28, 2019 primarily due a change in the IRC Section 163(j) interest limitation. The remaining differences were due to state and foreign income taxes, and certain non-deductible expenses.

Liquidity and Capital Resources

Cash Flows

The statements of cash flows reflect the changes in cash and cash equivalents for the years ended December 28, 2019 and December 29, 2018 and the thirty-nine weeks ended September 26, 2020 and September 28, 2019 by classifying transactions into three major categories: operating, investing, and financing activities.

176

Operating Activities

Net cash provided by operating activities for the year ended December 28, 2019 was approximately $52.4 million. Operating cash flows for the year ended December 28, 2019 were unfavorably impacted by lower net income driven by increased interest expense, partially offset by improvements in working capital. Net cash provided by operating activities for the year ended December 29, 2018 was approximately $7.5 million and was unfavorably impacted by lower net income driven by increased interest expense and acquisition related costs along with an increase in inventory due to commodity inflation and new business wins. This was partially offset by an increase in accounts payable due to changes in payment terms and increased inventory purchases and a decrease in accounts receivable.

Net cash provided by operating activities for the thirty-nine weeks ended September 26, 2020 was $67.6 million as compared to $34.9 million in the comparable prior year period. Operating cash flows for the thirty-nine weeks ended September 26, 2020 were favorably impacted by the increased net income. Operating cash flows for the thirty-nine weeks ended September 28, 2019 were unfavorably impacted by the increase in inventory due to new business wins and tariffs.

Investing Activities

Net cash used for investing activities was $53.5 million and $572.6 million for the years ended December 28, 2019 and December 29, 2018, respectively. In the year ending December 28, 2019 we acquired Resharp and West Coast Washers for approximately $6.1 million. In the year ended December 29, 2018 we acquired MinuteKey and Big Time and made a final working capital true up payment for ST Fastening Systems which equated a total net cash outflow of approximately $501.0 million. Finally, cash was used in all periods to invest in our investment in new key duplicating kiosks and machines. In 2019, we also received $10.4 million in cash proceeds from the sale of a building and machinery in Canada and a building in Georgia.

Net cash used by investing activities was $30.0 million and $37.3 million for the thirty-nine weeks ended September 26, 2020 and the thirty-nine weeks ended September 28, 2019, respectively. The primary use of cash in both periods was our investment in new key duplicating kiosks and machines. In 2019, we also received $9.9 million in cash proceeds from the sale of a building and machinery in Canada.

Financing Activities

Net cash used for financing activities was $7.1 million for the year ended December 28, 2019. The borrowings on revolving credit loans provided $43.5 million. The Company used $38.7 million of cash for the repayment of revolving credit loans and $10.6 million for principal payments on the senior term loans. On November 15, 2019, we amended the ABL Revolver agreement which provided an additional $100.0 million of revolving credit, bringing the total available to $250.0 million. In connection with the amendment we paid $1.4 million in fees.

Net cash provided by financing activities was $581.9 million for the year ended December 29, 2018. On May 31, we entered into a new term credit agreement consisting of a new funded term loan of $530.0 million and $165.0 million delayed draw term loan facility. Concurrently, we entered into a new $150.0 million asset-based revolving credit agreement. The proceeds were used to refinance in full all outstanding revolving credit and term loans under the existing credit agreement. In the third quarter of 2018, we drew $165.0 million on the delayed draw facility of the term loan to finance the MinuteKey acquisition. In the fourth quarter, we amended the credit agreement and added an additional $365.0 million in incremental term loans to finance the acquisition of Big Time. We paid approximately $20.5 million in fees associated with the refinancing activities in the year ended December 28, 2019. See Note 7 — Long-Term Debt of the Notes to Consolidated Financial Statements for additional information on the refinancing. Our revolver draws, net, were a source of cash of $88.7 million in the year ended December 28, 2019. Additionally, in the year ended December 29, 2018 we repurchased approximately $3.8 million of common shares from former members of management.

Net cash used for financing activities was $24.6 million for the thirty-nine weeks ended September 26, 2020. Our revolver draws, net of repayments, provided cash of $16.0 million in the thirty-nine weeks ended

177

September 26, 2020. Additionally, we used cash to pay $8.0 million in principal payments on the senior term loan under the Senior Facilities.

Net cash used by financing activities was $12.9 million for the thirty-nine weeks ended September 28, 2019. Revolver repayments were $5.2 million, net of draws, in the thirty-nine weeks ended September 28, 2019. Additionally, we used cash to pay $8.0 million in principal payments on the senior term loan under the Senior Facilities.

Liquidity

We believe that projected cash flows from operations and Revolver availability will be sufficient to fund working capital and capital expenditure needs for the next 12 months.

Our working capital (current assets minus current liabilities) position of $231.8 million as of December 28, 2019 represents a decrease of $48.2 million from the December 29, 2018 level of $280.0 million. Our working capital position of $263.2 million as of September 26, 2020 represents an increase of $31.4 million from the December 28, 2019 level of $231.8 million. . Because COVID-19 pandemic has not, as of the date of this report, had a materially negative impact on our operations or demand for our products, it has not had a materially negative impact on the Company’s liquidity position. We have initiated mitigating efforts to manage non-critical capital spending, assess operating spend, and preserve cash. We expect to generate sufficient operating cash flows to meet our short-term liquidity needs, and we expect to maintain access to the capital markets, although there can be no assurance of our ability to do so. However, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which, depending on future developments, could impact our capital resources and liquidity in the future.

Contractual Obligations

Our contractual obligations as of December 28, 2019 are summarized below:

​

​

​

​

Payments Due

(dollars in thousands)

Total

Less Than One Year

1 to 3 Years

3 to 5 Years

More Than Five Years

Junior Subordinated Debentures(1)

​

$

108,704

​

$

—

​

$

—

​

$

—

​

$

108,704

Interest on Jr Subordinated Debentures

​

​

94,793

​

​

12,231

​

​

24,463

​

​

24,463

​

​

33,636

Long Term Senior Term Loans

​

​

1,047,653

​

​

10,609

​

​

21,218

​

​

21,218

​

​

994,608

Bank Revolving Credit Facility

​

​

113,000

​

​

—

​

​

—

​

​

—

​

​

113,000

6.375% Senior Notes

​

​

330,000

​

​

—

​

​

330,000

​

​

—

​

​

—

KeyWorks License Agreement

​

​

422

​

​

350

​

​

72

​

​

—

​

​

—

Interest payments(2)

​

​

381,971

​

​

84,604

​

​

156,606

​

​

121,921

​

​

18,840

Operating Leases

​

​

114,758

​

​

17,525

​

​

29,881

​

​

23,761

​

​

43,591

Deferred Compensation Obligations

​

​

1,911

​

​

355

​

​

—

​

​

—

​

​

1,556

Finance Lease Obligations

​

​

2,551

​

​

873

​

​

1,168

​

​

510

​

​

—

Other Obligations

​

​

8,210

​

​

2,492

​

​

4,274

​

​

1,444

​

​

—

Uncertain Tax Position Liabilities

​

​

1,101

​

​

1,101

​

​

—

​

​

—

​

​

—

Total Contractual Cash Obligations(3)

​

$

2,205,074

​

$

130,140

​

$

567,682

​

$

193,317

​

$

1,313,935

(1)

The Junior Subordinated Debentures liquidation value is approximately $108,704.

(2)

Interest payments for borrowings under the Senior Facilities, the 6.375% Senior Notes, and Revolver borrowings. Interest payments on the variable rate Senior Term Loans were calculated using the actual interest rate of 5.70% as of December 28, 2019. Interest payments on the 6.375% Senior Notes were calculated at their fixed rate. Interest payments on the variable rate Revolver borrowings were calculated using the actual interest rate of 3.59% as of December 28, 2019.

(3)

All of the contractual obligations noted above are reflected on the Company’s Consolidated Balance

178

Sheet as of December 28, 2019 except for the interest payments. Contingent consideration related to the acquisition of Resharp of $18,100 is not included in the chart above due to uncertainty about timing of the payments.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Related Party Transactions

We entered into an advisory services and management agreement (the “Management Agreement”) with CCMP Capital Advisors, LP (“CCMP”) and Oak Hill Capital Management, LLC. (“Oak Hill”). In connection with the Management Agreement, among other things, we are obligated to pay CCMP and Oak Hill an annual non refundableperiodic retainer fee in an aggregate amount equal to $500,000 per annum, paid to CCMP and Oak Hill pro rata. The fee is to be paid in equal installments quarterly in advance on the first business day of each calendar quarter. We recorded aggregate management fee charges and expenses from CCMP and Oak Hill of approximately $0.6 million for each of the years ended December 28, 2019 and December 29, 2018 and $0.5 million for the year ended December 30, 2017. We recorded aggregate management fee charges and expenses from the Oak Hill Funds and CCMP of approximately $0.5 million and $0.4 million in the thirty-nine weeks ended September 26, 2020 and September 28, 2019, respectively.

We recorded proceeds from the sale of common stock to members of management and the Board of Directors of $0.8 million for the year ended December 28, 2019. No such sales were recorded in the year ended December 29, 2018.

We recorded proceeds from the sale of common stock to members of management and the Board of Directors of $0.8 million for the thirty-nine weeks ended September 28, 2019. There were no sales for the thirty-nine weeks ended September 26, 2020.

In the year ended December 29, 2018, the Company repurchased approximately $3.8 million of common stock from former members of management. No such repurchases were made in fiscal 2019 or thirty-nine weeks ended September 26, 2020.

Gregory Mann and Gabrielle Mann are employed by the Company. The Company leases an industrial warehouse and office facility from companies under the control of the Manns. We have recorded rental expense for the lease of this facility on an arm’s length basis. Our rental expense for the lease of this facility was $0.4 million for each of the years ended December 28, 2019 and December 29, 2018. Our rental expense for the lease of this facility was $0.3 million for the thirty-nine weeks ended September 26, 2020 and September 28, 2019.

During 2019, 2018 and 2017, the Company had three leases for five properties containing industrial warehouse, manufacturing plant, and office facilities in Canada. The owners of the properties under one lease are relatives of Richard Paulin, who was employed by The Hillman Group Canada ULC until his retirement effective April 30, 2017, and the owner of the properties under the other two leases is a company which is owned by Richard Paulin and certain of his relatives. We have recorded rental expense for the three leases on an arm’s length basis. Rental expense for these facilities was $0.6 million for the years ended December 28, 2019, and December 29, 2018 and $0.7 million for the year ended December 30, 2017. We exited these facilities in the thirty-nine weeks ended September 26, 2020.

Douglas J. Cahill was hired effective July 29, 2019 as our Executive Chairman, Senior Executive Officer. He was promoted to Chief Executive Officer effective September 16, 2019. Mr. Cahill is also a former Managing Director of CCMP Capital Advisors, LP (“CCMP”). CCMP’s private equity fund CCMP Capital Investors III, L.P. (“CCMP III”), together with its related fund vehicles, owns approximately 80.4% of our outstanding common stock as of December 28, 2019. Mr. Cahill has retained a carried interest in CCMP III and the fair value of this carried interest, which is based on the overall performance of CCMP III, is contingent on several factors. As of December 28, 2019 and September 26, 2020, the fair value of the carried interest is not estimable in accordance with ASC 405 — Contingencies.

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Critical Accounting Policies and Estimates

Our accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements. As disclosed in that note, the preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Future events cannot be predicted with certainty and, therefore, actual results could differ from those estimates. The following section describes our critical accounting policies.

Revenue Recognition:

Revenue is recognized when control of goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

We offer a variety of sales incentives to our customers primarily in the form of discounts, rebates, and slotting fees. Discounts are recognized in the Consolidated Financial Statements at the date of the related sale. Rebates are based on the revenue to date and the contractual rebate percentage to be paid. A portion of the cost of the rebate is allocated to each underlying sales transaction. Discounts, rebates, and slotting fees are included in the determination of net sales.

We also establish reserves for customer returns and allowances. The reserve is established based on historical rates of returns and allowances. The reserve is adjusted quarterly based on actual experience. Returns and allowances are included in the determination of net sales.

Our performance obligations under our arrangements with customers are providing products, in-store merchandising services, and access to key duplicating and engraving equipment. Generally, the price of the merchandising services and the access to the key duplicating and engraving equipment is included in the price of the related products. Control of products is transferred at the point in time when the customer accepts the goods. We used judgement in applying the revenue standard in determining the time at which to recognize revenue for the in-store services and the access to key duplicating and engraving equipment. Our obligation to provide in-store service and access to key duplicating and engraving equipment is satisfied when control of the related products is transferred. Therefore, consistent with the practice prior to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), the entire amount of consideration related to the sale of products, in-store merchandising services, and access to key duplicating and engraving equipment is recognized upon the customer’s acceptance of the products. The revenues for all performance obligations are recognized upon the customer’s acceptance of the products.

The costs to obtain a contract are insignificant, and generally contract terms do not extend beyond one year. Therefore, these costs are expensed as incurred. Freight and shipping costs and the cost of our in-store merchandising services teams are recognized in selling, general, and administrative expense when control over products is transferred to the customer.

We used the practical expedient regarding the existence of a significant financing component as payments are due in less than one year after delivery of the products.

See Note 2 — Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements for information on disaggregated revenue by product category.

Inventory Realization:

Inventories consisting predominantly of finished goods are valued at the lower of cost or net realizable value, cost being determined principally on the weighted average cost method in fiscal 2018 and 2019. In fiscal 2020 we converted to the standard cost method, and the impact of changing our costing method was immaterial. The historical usage rate is the primary factor used in assessing the net realizable value of excess and obsolete inventory. A reduction in the carrying value of an inventory item from cost to net realizable value is recorded for inventory with excess on-hand quantities as determined based on historic and projected

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sales, product category, and stage in the product life cycle. We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate our excess and obsolete inventory reserve. However, if our estimates regarding excess and obsolete inventory are inaccurate, we may be exposed to losses or gains that could be material. A 5% difference in actual excess and obsolete inventory reserved for at December 28, 2019, would have affected net earnings by approximately $1.0 million in fiscal 2019.

Goodwill:

We have adopted ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment which eliminates Step 2 from the goodwill impairment test and instead requires an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If, after assessing the totality of events or circumstances, we determine that the fair value of a reporting unit is less than the carrying value, then we would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

Our annual impairment assessment is performed for the reporting units as of October 1st. In 2019 and 2018, with the assistance of an independent third-party specialist, management assessed the value of our reporting units based on a discounted cash flow model and multiple of earnings. Assumptions critical to our fair value estimates under the discounted cash flow model include the discount rate, projected revenue growth and projected long-term growth rates in the determination of terminal values. The results of the quantitative assessments in 2019 and 2018 indicated that the fair value of each reporting unit was in excess of its carrying value. In our annual review of goodwill for impairment in the fourth quarter of 2019, the fair value of each reporting unit exceeded its carrying value by over 5% of its carrying value.

Intangible Assets:

We evaluate our indefinite-lived intangible assets (primarily trademarks and trade names) for impairment annually or more frequently if events and circumstances indicate that it is more likely than not that the fair value of an indefinite-lived intangible asset is below its carrying amount. In connection with the evaluation, an independent appraiser assessed the fair value of our indefinite-lived intangible assets based on a relief from royalties, excess earnings, and lost profits discounted cash flow model. Assumptions critical to our fair value estimates under the discounted cash flow model include the discount rate, projected average revenue growth and projected long-term growth rates in the determination of terminal values. An impairment charge is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date. No impairment charges related to indefinite-lived intangible assets were recorded in 2019 or 2018 as a result of the quantitative annual impairment test.

Income Taxes:

Deferred income taxes are computed using the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Valuation allowances are provided for tax benefits where it is more likely than not that certain tax benefits will not be realized. Adjustments to valuation allowances are recorded for changes in utilization of the tax related item. For additional information, see Note 6 — Income Taxes, of the Notes to Consolidated Financial Statements.

In accordance with guidance regarding the accounting for uncertainty in income taxes, we recognize a tax position if, based solely on its technical merits, it is more likely than not to be sustained upon examination by the relevant taxing authority.

If a tax position does not meet the more likely than not recognition threshold, we do not recognize the benefit of that position in our financial statements. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to be recognized in the financial statements.

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Business Combinations:

As we enter into business combinations, we perform acquisition accounting requirements including the following:

•

Identifying the acquirer

•

Determining the acquisition date

•

Recognizing and measuring the identifiable assets acquired and the liabilities assumed, and

•

Recognizing and measuring goodwill or a gain from a bargain purchase

We complete valuation procedures and record the resulting fair value of the acquired assets and assumed liabilities based upon the valuation of the business enterprise and the tangible and intangible assets acquired. Enterprise value allocation methodology requires management to make assumptions and apply judgment to estimate the fair value of assets acquired and liabilities assumed. If estimates or assumptions used to complete the enterprise valuation and estimates of the fair value of the acquired assets and assumed liabilities significantly differed from assumptions made, the resulting difference could materially affect the fair value of net assets.

The calculation of the fair value of the tangible assets, including property, plant and equipment, utilizes the cost approach, which computes the cost to replace the asset, less accrued depreciation resulting from physical deterioration, functional obsolescence and external obsolescence. The calculation of the fair value of the identified intangible assets are determined using cash flow models following the income approach or a discounted market-based methodology approach. Significant inputs include estimated revenue growth rates, gross margins, operating expenses, and estimated attrition, royalty and discount rates. Goodwill is recorded as the difference in the fair value of the acquired assets and assumed liabilities and the purchase price. We estimate the fair value of liabilities for contingent consideration by applying a scenario-based method, estimating (probability-weighted) payments based on the likelihood of achieving the milestones and payments corresponding to each milestone. We then estimate the present-value of the expected payments from the time at which the obligations are settled by applying a discount rate that appropriately captures a market participant’s view of the risk associated with the payments.

Recent Accounting Pronouncements:

Recently issued accounting standards are described in Note 3 — Recent Accounting Pronouncements of the Notes to Consolidated Financial Statements.

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OWNERSHIP SUMMARY

The ownership summary of New Hillman common stock after the Business Combination, assuming none of our public shares are redeemed, has been determined based on the capitalization of each of Landcadia and Hillman Holdco as of January 24, 2021, assuming consummation of the Business Combination, which results in an assumed number of 91,304,425 shares of New Hillman common stock being issued pursuant to the Merger Agreement and an assumed aggregate number of 187,476,425 shares of New Hillman common stock issued and outstanding at the Closing.

The ownership summary of New Hillman common stock after the Business Combination, assuming that the maximum number of 14,200,000 public shares are redeemed (with the number of redemptions being determined by assuming that the redemption price is $10.00 per share and that the maximum number of redemptions which may occur is that number that still enables the conditions to closing under the Merger Agreement to be satisfied), has been determined based on the capitalization of each of Landcadia and Hillman Holdco as of January 24, 2021, assuming consummation of the Business Combination, which results in an assumed number of 91,304,425 shares of New Hillman common stock being issued pursuant to the Merger Agreement and an assumed aggregate number of 173,276,425 shares of New Hillman common stock issued and outstanding following the Closing.

Please refer to the historical financial statements of Landcadia and Hillman Holdco as well as the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Total Capitalization (in millions)

​	Assuming No Redemptions(1)		%		Assuming Maximum Redemptions(1)		%
Hillman Holdco Stockholders	​	91.3	​	48.7%	​	91.3	​	52.7%
Landcadia Stockholders(2)	​	50.0	​	26.7%	​	35.8	​	20.7%
PIPE Investors(3)	​	35.0	​	18.7%	​	35.0	​	20.2%
SPAC Sponsors – JFG Sponsor(4)	​	7.2	​	3.8%	​	7.2	​	4.1%
SPAC Sponsors – TJF Sponsor	​	4.0	​	2.1%	​	4.0	​	2.3%
​	​	187.5	​	100%	​	173.3	​	100%

(1)

Assumes that holders of 14,200,000 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share.

(2)

Includes 1,500,000 public shares held by Jefferies LLC, a subsidiary of JFG Sponsor.

(2)

Excludes 2,500,000 shares purchased by JFG Sponsor in the Private Placement.

(3)

Includes 2,500,000 shares purchased by JFG Sponsor in the Private Placement and excludes 1,500,000 public shares held by Jefferies LLC.

The share numbers and ownership percentages set forth above do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing the later of 30 days after the Closing of the Business Combination and 12 months from the closing of our initial public offering, which occurred on October 14, 2020), (b) the issuance of any shares underlying options or other equity awards of Hillman Holdco prior to the Business Combination or (c) the issuance of any shares underlying New Hillman options or other equity awards that will be held by equity holders of Hillman Holdco following completion of the Business Combination. If the actual facts are different than the assumptions set forth above, the share numbers and ownership percentages set forth above will be different.

In addition, there are currently outstanding an aggregate of 24,666,667 warrants to acquire shares of Landcadia Class A common stock, which comprise 8,000,000 private placement warrants held by our Sponsors and 16,666,667 public warrants. Each of our outstanding whole warrants is exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our initial public offering,

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which occurred on October 14, 2020, for one share of Class A common stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of New Hillman common stock in accordance with its terms. Therefore, as of the date of this proxy statement/​prospectus, if we assume that each outstanding whole warrant is exercised and one share of New Hillman common stock is issued as a result of such exercise, with payment to New Hillman of the exercise price of $11.50 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 24,666,667 shares, with approximately $283,666,670.50 paid to exercise the warrants.

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HILLMAN INDEBTEDNESS

Hillman Group has debt outstanding under our existing senior secured credit facilities, our 6.375% Senior Notes and our Junior Subordinated Debentures. In connection with the Business Combination, we expect to refinance all of our existing indebtedness under our existing senior secured credit facilities, our 6.375% Senior Notes and our Junior Subordinated Debentures. In order to obtain a portion of the proceeds necessary for the refinancing and certain other transaction, Hillman plans to obtain new senior secured credit facilities.

Existing Senior Facilities

In May 2018, Hillman Group entered into a credit agreement with Barclays Bank PLC, as administrative agent, and the other lenders party thereto, which was most recently amended in December 2019 (the “Existing Term Facility”), and an asset-based revolving credit agreement with Barclays Bank PLC, as administrative agent, and the other lenders party thereto, which was most recently amended in December 2019 (the “Existing ABL Facility” and, together with the Existing Term Facility, the “Existing Senior Facilities”). The Existing Term Facility consists of a $1,060.0 million term loan facility, of which $530.0 million term loans were funded on the original closing date thereof, $165.0 million of delayed draw term loans were funded in August 2018 and $365.0 million of incremental term loans were funded in October 2018. The Existing ABL Facility initially consisted of a revolving credit facility of up to $150.0 million based on borrowing base availability, which was increased to up to $250.0 million in November 2019. The Existing ABL Facility has a maturity date of November 25, 2024 and the Existing Term Facility has a maturity date of May 31, 2025. We expect to refinance both of these senior secured credit facilities in connection with the Business Combination and to enter into a new ABL revolving credit facility (or amend and restate the Existing ABL Facility) and new senior secured term loan credit facilities.

Interest on the Existing ABL Facility is payable at the end of the applicable interest period in arrears, and principal amounts thereunder may be borrowed, repaid and reborrowed from time to time through maturity. The Existing Term Facility is payable in fixed installments of approximately $2.650 million per quarter, with a balloon payment scheduled on the loan’s maturity date. No amortization is required with respect to the Existing ABL Facility. The Existing Senior Facilities are subject to customary mandatory prepayment requirements in connection with certain asset dispositions, insurance and condemnation receipts, incurrence of indebtedness and excess cash flow.

Borrowings under the Existing ABL Facility bear interest on either (1) adjusted LIBOR plus a margin varying from 1.25% to 1.75% per annum or (2) an alternate base rate plus a margin varying from 0.25% to 0.75% per annum. Borrowings under the Existing Term Facility bear interest either (1) adjusted LIBOR plus a margin of 4.00% per annum or (2) an alternate base rate plus a margin of 3.00% per annum.

Borrowings under the Existing Senior Facilities are guaranteed by The Hillman Companies, Inc., a Delaware corporation and the direct parent of Hillman Group (“Hillman Companies”) and, subject to certain exceptions, the Hillman Companies’ wholly-owned domestic subsidiaries and are secured by substantially all of the Hillman Companies’ and guarantor’s assets, including intellectual property.

The Existing ABL Facility contains a financial covenant requiring Hillman Group to maintain a minimum fixed charge coverage ratio of 1.00:1.00, to be tested only if, on the last day of each fiscal quarter, revolving loans and/or swingline loans in excess of a specified percentage of the borrowing base on such date are outstanding under the Existing ABL Facility. The Existing Senior Facilities also contain customary affirmative and restrictive covenants, including limitations on incurrence of indebtedness other than certain permitted indebtedness, incurrence of liens, dividends and other distributions, asset dispositions and investments. Obligations under the Existing Senior Facilities are subject to acceleration upon the occurrence of specified events of default, including failure to comply with covenants.

Principal amounts under the Existing Term Facility totaled $1,039.7 million as of September 26, 2020. As of September 26, 2020, the Existing ABL Facility had an outstanding amount of $97.0 million and outstanding letters of credit of approximately $19.4 million. Hillman Group has approximately $133.6 million of available borrowings under the revolving credit facility as of September 26, 2020.

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6.375% Senior Notes

In June 2014, Hillman Group issued $330,000 aggregate principal amount of its senior notes due July 15, 2022 (the “6.375% Senior Notes”), which are guaranteed by HMAN Group Holdings, Inc. and its domestic subsidiaries other than the Hillman Group Capital Trust. Hillman Group pays interest on the 6.375% Senior Notes semi-annually on January 15 and July 15 of each fiscal year. In connection with the Business Combination, we expect to redeem, satisfy and discharge all of the outstanding 6.375% Senior Notes.

Junior Subordinated Debentures

In September 1997, The Hillman Group Capital Trust (“Trust”), a Grantor trust, completed a $105,443 underwritten public offering of 4,217,724 trust preferred securities (the “Trust Preferred Securities”). The Trust invested the proceeds from the sale of the Trust Preferred Securities in an equal principal amount of 11.6% Junior Subordinated Debentures of Hillman Companies due September 30, 2027 (the “Junior Subordinated Debentures”).

Hillman Companies pays interest to the Trust on the Junior Subordinated Debentures underlying the TOPrS at the rate of 11.6% per annum on their face amount of $105,443, or $12,231 per annum in the aggregate. The Trust distributes monthly cash payments it receives from Hillman Companies as interest on the debentures to preferred security holders at an annual rate of 11.6% on the liquidation amount of $25.00 per preferred security. Pursuant to the Indenture that governs the TOPrS, the Trust is able to defer distribution payments to holders of the TOPrS for a period that cannot exceed 60 months (the “Deferral Period”). During a Deferral Period, Hillman Companies is required to accrue the full amount of all interest payable, and such deferred interest payable would become immediately payable by Hillman Companies at the end of the Deferral Period.

In connection with the public offering of TOPrS, the Trust issued $3,261 of trust common securities to Hillman Companies. The Trust invested the proceeds from the sale of the trust common securities in an equal principal amount of 11.6% Junior Subordinated Debentures of Hillman due September 30, 2027. The Trust distributes monthly cash payments it receives from Hillman Companies as interest on the debentures to Hillman Companies at an annual rate of 11.6% on the liquidation amount of the common security.

In connection with the Business Combination, Hillman Group and Hillman Companies expects to redeem, satisfy and discharge in full all of the Junior Subordinated Debentures and the Trust Preferred Securities.

New Senior Secured Credit Facilities

In connection with the Business Combination, we expect to enter into a new senior secured credit facilities, which are expected to include a $250.0 million asset-based revolving credit facility, a $835.0 million term loan facility, which may be increased up to a maximum amount of $1,185.0 million based on the amount of cash redemptions by the public stockholders of their public shares, and a $200.0 million delayed draw term loan facility, which shall be reduced Dollar for Dollar by the amount of cash redemptions by the public stockholders of their public shares in excess of $150.0 million, to be used in connection with acquisitions and related transactions. Based on commitments received from Jefferies Finance and Barclays PLC as of the date of this proxy statement/prospectus for the new senior secured credit facilities, and subject to customary closing conditions, we expect the terms of the new senior secured credit facilities to include the following:

•

for the term loan facilities, a maturity date in 2028;

•

a maturity date for the asset-based revolving credit facility in 2026;

•

initial applicable margin percentages for the term loan facility of 2.75% to 2.25% per annum as of the closing date of the term loan facility for alternative base rate loans and 3.75% to 3.25% per annum as of the closing date of the term loan facility for LIBOR rate loans, in each case, determined based on the net leverage ratio on the closing date with the initial applicable margin percentages subject to up to two step downs of 0.25% per annum, upon achievement by the borrower and its restricted subsidiaries of a first lien net leverage ratio to be agreed); and

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•

applicable margin percentages for the asset-based revolving credit facility varying from varying from 0.25% to 0.75% per annum for alternative base rate loans and varying from 1.25% to 1.75% per annum 2.75% per annum for LIBOR rate loans based on utilization of the asset-based revolving credit facility with a single leverage-based step-down of 0.25% per annum.

We expect that the new senior secured credit facilities will contain a number of covenants customary for the applicable type of senior secured facilities that, among other things and subject to certain exceptions, may restrict the ability of Hillman Group, and its restricted subsidiaries to:

•

incur certain liens;

•

make investments, loans, advances and acquisitions;

•

incur additional indebtedness and guarantees;

•

pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness;

•

engage in transactions with affiliates;

•

sell assets, including capital stock of our subsidiaries;

•

alter the business we conduct;

•

enter into agreements restricting our subsidiaries’ ability to pay dividends; and

•

consolidated or merge.

In addition, we expect that the credit agreements governing the new senior secured credit facilities will require Hillman Companies to be a passive holding company, subject to certain exceptions. We expect that the asset-based revolving credit facility revolving credit facility will require Hillman Group and its restricted subsidiaries to comply with a minimum fixed charge coverage ratio financial maintenance covenant, to be tested only if, on the last day of each fiscal quarter, utilization of the asset-based revolving credit facility is in excess of a specified percentage of the revolving commitments or availability on such date. The breach of this covenant is expected to be subject to customary equity cure rights.

We expect that the credit agreements governing the new senior secured credit facilities will contain certain customary affirmative covenants and events of default.

Based on the foregoing estimated terms, and assuming that the maximum amount of $1.185 billion term loan facility (including the delayed draw term facility on a fully funded basis) and $250 million revolving credit facility were fully drawn, a 100 basis point change in our interest rate would result in a $14.35 million change in annual interest expense under the new senior secured credit facilities (subject to our base rate and LIBOR floors, as applicable).

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DESCRIPTION OF NEW HILLMAN SECURITIES

As a result of the Business Combination, Hillman Holdco stockholders who receive shares of New Hillman common stock in the transactions will become New Hillman stockholders. Your rights as New Hillman stockholders will be governed by Delaware law and the Proposed Charter and bylaws. The following description of the material terms of New Hillman’s securities reflects the anticipated state of affairs upon completion of the Business Combination.

In connection with the reorganization as part of the Business Combination, Landcadia will amend and restate its charter and bylaws. The following summary of the material terms of New Hillman’s securities following the Business Combination is not intended to be a complete summary of the rights and preferences of such securities. The full text of the Proposed Charter and post-Business Combination bylaws are attached as Annex C and Annex D, respectively, to this proxy statement/prospectus. You are encouraged to read the applicable provisions of Delaware law, the Proposed Charter and the post-Business Combination bylaws in their entirety for a complete description of the rights and preferences of New Hillman securities following the Business Combination.

Authorized and Outstanding Capital Stock

The Proposed Charter authorizes the issuance of 501,000,000 shares, of which 500,000,000 shares will be shares of New Hillman common stock, par value $0.0001 per share and 1,000,000 shares will be shares of New Hillman preferred stock, par value $0.0001 per share.

As of [•], the record date, Landcadia had approximately [•] shares of Landcadia Class A common stock and 12,500,000 shares of Landcadia Class B common stock outstanding. Landcadia also has issued [•] warrants consisting of [•] public warrants and 8,000,000 private placement warrants and [•] units outstanding. After giving effect to the Business Combination, New Hillman will have [•] shares of common stock outstanding (assuming no redemptions) and 24,666,667 warrants outstanding.

New Hillman Common Stock

New Hillman Common Stock

Voting Rights

Holders of New Hillman common stock will be entitled to cast one vote per New Hillman common share. Generally, holders of all classes of New Hillman common stock vote together as a single class, and an action is approved by New Hillman stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, while directors are elected by a plurality of the votes cast. Holders of New Hillman common stock will not be entitled to cumulate their votes in the election of directors.

Dividend Rights

Holders of New Hillman common stock will share ratably (based on the number of shares of common stock held) if and when any dividend is declared by the New Hillman Board out of funds legally available therefor, subject to restrictions, whether statutory or contractual (including with respect to any outstanding indebtedness), on the declaration and payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class or series of stock having a preference over, or the right to participate with, the New Hillman common stock with respect to the payment of dividends.

Liquidation, Dissolution and Winding Up

On the liquidation, dissolution, distribution of assets or winding up of New Hillman, each holder of New Hillman common stock will be entitled, pro rata on a per share basis, to all assets of New Hillman of whatever kind available for distribution to the holders of common stock, subject to the designations,

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preferences, limitations, restrictions and relative rights of any other class or series of preferred stock of New Hillman then outstanding.

Other Matters

Holders of shares of New Hillman common stock do not have subscription, redemption or conversion rights. Upon completion of the Business Combination, all the outstanding shares of New Hillman common stock will be validly issued, fully paid and non-assessable.

Preferred Stock

The Proposed Charter provides that the New Hillman Board has the authority, without action by the stockholders, to designate and issue shares of preferred stock in one or more classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights, dividend rates, conversion rights, exchange rights, voting rights, rights and terms of redemption, dissolution preferences, and treatment in the case of a merger, business combination transaction, or sale of New Hillman’s assets, which rights may be greater than the rights of the holders of the common stock. There will be no shares of preferred stock outstanding immediately upon consummation of the Business Combination.

The purpose of authorizing the New Hillman Board to issue preferred stock and determine the rights and preferences of any classes or series of preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The simplified issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of New Hillman outstanding voting stock. Additionally, the issuance of preferred stock may adversely affect the holders of New Hillman common stock by restricting dividends on the Class A common stock, diluting the voting power of the common stock or subordinating the dividend or liquidation rights of the Class A common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of New Hillman common stock.

Unvested Stock Options

At the effective time, each outstanding Hillman Holdco Option, whether vested or unvested, will be assumed by New Hillman and will be converted into a New Hillman Option with substantially the same terms and conditions as applicable to the Hillman Holdco Option immediately prior to the effective time (including expiration date, vesting conditions and exercise provisions) except that (i) each such Hillman Holdco Option shall be exercisable for that number of shares of New Hillman common stock equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Hillman Holdco common stock subject to such Hillman Holdco Assumed Option immediately prior the effective time multiplied by (B) the Closing Stock Per Option Amount, (ii) the per share exercise price for each share of New Hillman common stock issuable upon exercise of the New Hillman Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Hillman Holdco subject to such Hillman Holdco Assumed Option immediately prior to the effective time by (B) the Closing Stock Per Option Amount; (iii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may appropriately adjust the performance conditions applicable to certain of the New Hillman Options; and (iv) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Options as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Options and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

Unvested Restricted Stock

At the effective time, each share of unvested restricted Hillman Holdco common stock will be cancelled and converted into the right to receive a number of shares of New Hillman Restricted Stock equal to the Closing Stock Per Restricted Share Amount with substantially the same terms and conditions as were

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applicable to the related share of Hillman Holdco Restricted Stock immediately prior to the effective time (including with respect to vesting and termination-related provisions), except that (i) any per-share repurchase price of such New Hillman Restricted Stock shall be equal to the quotient obtained by dividing (A) the per-share repurchase price applicable to the Hillman Holdco Restricted Stock, by (B) the Closing Stock Restricted Share Amount, rounded up to the nearest cent and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman Restricted Stock as it may determine in good faith are appropriate to effectuate the administration of the New Hillman Restricted Stock and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

Unvested RSUs

At the effective time, each Hillman Holdco restricted stock unit will be assumed by New Hillman and converted into a New Hillman RSU with substantially the same terms and conditions as were applicable to such Hillman Holdco RSU immediately prior to the effective time (including with respect to vesting and termination-related provisions), except that (i) each New Hillman RSU shall represent the right to receive (subject to vesting) that number of shares of New Hillman common stock equal to the product (rounded up to the nearest whole number) of the number of shares of Hillman Holdco Common Stock underlying the Hillman Holdco RSU immediately prior to the effective time multiplied by the Hillman Holdco RSU Exchange Ratio; and (ii) the Hillman Holdco Board (or the compensation committee of the Hillman Holdco Board) may make such other immaterial administrative or ministerial changes to the New Hillman RSUs as it may determine in good faith are appropriate to effectuate the administration of the New Hillman RSUs and to ensure consistency with the administrative and ministerial provisions of the New Hillman Incentive Equity Plan.

Public Stockholders’ Warrants

There are currently outstanding an aggregate of 24,666,667 warrants, which, following the consummation of the Business Combination, will entitle the holder to acquire New Hillman common stock. Each whole warrant will entitle the registered holder to purchase one share of New Hillman common stock at an exercise price of $11.50 per share, subject to adjustment as discussed below, beginning the later of 30 days after the Closing and 12 months from the closing of our initial public offering, which occurred on October 14, 2020. A holder may exercise its warrants only for a whole number of shares of New Hillman common stock. This means that only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless a holder has at least three units, such holder will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

New Hillman will not be obligated to deliver any shares of New Hillman common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of New Hillman common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to New Hillman satisfying its obligations described below with respect to registration. No warrant will be exercisable and New Hillman will not be obligated to issue shares of New Hillman common stock upon exercise of a warrant unless the New Hillman common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will New Hillman be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant, if not cash settled, will have paid the full purchase price for the unit solely for the share of common stock underlying such unit.

Landcadia is not registering the shares of common stock issuable upon exercise of the warrants at this time. However, New Hillman has agreed that as soon as practicable, but in no event later than 15 business days after the Closing, it will use its best efforts to file with the SEC a registration statement registering the

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issuance of the shares of New Hillman common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of New Hillman common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of New Hillman common stock issuable upon exercise of the warrants is not effective by the 60th business day after the Closing, warrant holders may, until such time as there is an effective registration statement and during any period when New Hillman shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act or another exemption.

Redemption of Warrants when the price per share of common stock equals or exceeds $18.00.

Once the warrants become exercisable, New Hillman may call the warrants for redemption for cash:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

•

if, and only if, the reported closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before New Hillman sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by New Hillman, New Hillman may not exercise its redemption right if the issuance of shares of New Hillman common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or New Hillman is unable to effect such registration or qualification. New Hillman will use its best efforts to register or qualify such shares of New Hillman common stock under the blue sky laws of the state of residence in those states in which the warrants were initially offered.

New Hillman has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and New Hillman issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the New Hillman common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.

If New Hillman calls the warrants for redemption as described above, New Hillman’s management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” The numbers in the table below represent the number of common stock that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our shares of common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of our common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading-day period described above ends. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does not take advantage of this option, our sponsors and their permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same numbers in the table below that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis.

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Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00

Once the warrants become exercisable, we may redeem the outstanding warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities  —  Redeemable Warrants  —  Public Stockholders’ Warrants” based on the redemption date and the “fair market value” of our shares of common stock (as defined below) except as otherwise described under “Description of Securities  —  Redeemable Warrants  —  Public Stockholders’ Warrants;”

•

if, and only if, the closing price of our shares of common stock equals or exceeds $10.00 per public share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading-day period ending three trading days before we send the notice of redemption to the warrant holders; and

•

if the closing price of the shares of common stock for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of shares of common stock that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our shares of common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of our shares of common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading-day period described above ends.

Pursuant to the warrant agreement, references above to shares of common stock shall include a security other than shares of common stock into which the shares of common stock have been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the table below will not be adjusted when determining the number of shares of common stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.

The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution Adjustments”

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below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.

​	FAIR MARKET VALUE OF COMMON STOCK
REDEMPTION DATE (PERIOD TO EXPIRATION OF WARRANTS)	≤10.00		11.00		12.00		13.00		14.00		15.00		16.00		17.00		>/18.00
60 months	​	0.261	​	0.281	​	0.297	​	0.311	​	0.324	​	0.337	​	0.348	​	0.358	​	0.361
57 months	​	0.257	​	0.277	​	0.294	​	0.310	​	0.324	​	0.337	​	0.348	​	0.358	​	0.361
54 months	​	0.252	​	0.272	​	0.291	​	0.307	​	0.322	​	0.335	​	0.347	​	0.357	​	0.361
51 months	​	0.246	​	0.268	​	0.287	​	0.304	​	0.320	​	0.333	​	0.346	​	0.357	​	0.361
48 months	​	0.241	​	0.263	​	0.283	​	0.301	​	0.317	​	0.332	​	0.344	​	0.356	​	0.361
45 months	​	0.235	​	0.258	​	0.279	​	0.298	​	0.315	​	0.330	​	0.343	​	0.356	​	0.361
42 months	​	0.228	​	0.252	​	0.274	​	0.294	​	0.312	​	0.328	​	0.342	​	0.355	​	0.361
39 months	​	0.221	​	0.246	​	0.269	​	0.290	​	0.309	​	0.325	​	0.340	​	0.354	​	0.361
36 months	​	0.213	​	0.239	​	0.263	​	0.285	​	0.305	​	0.323	​	0.339	​	0.353	​	0.361
33 months	​	0.205	​	0.232	​	0.257	​	0.280	​	0.301	​	0.320	​	0.337	​	0.352	​	0.361
30 months	​	0.196	​	0.224	​	0.250	​	0.274	​	0.297	​	0.316	​	0.335	​	0.351	​	0.361
27 months	​	0.185	​	0.214	​	0.242	​	0.268	​	0.291	​	0.313	​	0.332	​	0.350	​	0.361
24 months	​	0.173	​	0.204	​	0.233	​	0.260	​	0.285	​	0.308	​	0.329	​	0.348	​	0.361
21 months	​	0.161	​	0.193	​	0.223	​	0.252	​	0.279	​	0.304	​	0.326	​	0.347	​	0.361
18 months	​	0.146	​	0.179	​	0.211	​	0.242	​	0.271	​	0.298	​	0.322	​	0.345	​	0.361
15 months	​	0.130	​	0.164	​	0.197	​	0.230	​	0.262	​	0.291	​	0.317	​	0.342	​	0.361
12 months	​	0.111	​	0.146	​	0.181	​	0.216	​	0.250	​	0.282	​	0.312	​	0.339	​	0.361
9 months	​	0.090	​	0.125	​	0.162	​	0.199	​	0.237	​	0.272	​	0.305	​	0.336	​	0.361
6 months	​	0.065	​	0.099	​	0.137	​	0.178	​	0.219	​	0.259	​	0.296	​	0.331	​	0.361
3 months	​	0.034	​	0.065	​	0.104	​	0.150	​	0.197	​	0.243	​	0.286	​	0.326	​	0.361
0 months	​	—	​	—	​	0.042	​	0.115	​	0.179	​	0.233	​	0.281	​	0.323	​	0.361

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of our shares of common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 shares of common stock for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of our shares of common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 shares of common stock for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of common stock per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of common stock.

This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private

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placement warrants) when the trading price for the shares of common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the shares of common stock are trading at or above $10.00 per public share, which may be at a time when the trading price of our shares of common stock is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of warrants when the price per share of common stock equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the of this prospectus. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.

As stated above, we can redeem the warrants when the shares of common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the shares of common stock are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of common stock than they would have received if they had chosen to wait to exercise their warrants for shares of common stock if and when such shares of common stock were trading at a price higher than the exercise price of $11.50.

No fractional shares of common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of common stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the shares of common stock pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the shares of common stock, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.

A holder of a warrant may notify New Hillman in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the New Hillman common stock outstanding immediately after giving effect to such exercise.

Anti-Dilution Adjustments

If the number of outstanding shares of New Hillman common stock is increased by a stock dividend payable in shares of New Hillman common stock, or by a split-up of common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of New Hillman common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of common stock. A rights offering to holders of common stock entitling holders to purchase New Hillman common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of New Hillman common stock equal to the product of (i) the number of shares of New Hillman common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for New Hillman common stock) and (ii) the quotient of (x) the price per share of New Hillman common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for shares of New Hillman common stock, in determining the price payable for New Hillman common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the

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volume weighted average price of shares of New Hillman common stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the New Hillman common stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if Landcadia (prior to the Closing) or New Hillman (from and following the Closing), at any time while the warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to the holders of common stock on account of such shares of common stock (or other shares of capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of common stock in connection with the Closing, (d) to satisfy the redemption rights of the holders of common stock in connection with a stockholder vote to amend the Current Charter to modify the substance or timing of the obligation to redeem 100% of Landcadia’s Class A common stock if it does not complete its initial business combination within 24 months from the closing of its IPO or to provide for redemption in connection with a business combination, or (e) in connection with the redemption of Landcadia’s public shares upon its failure to complete its initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of common stock in respect of such event.

If the number of outstanding shares of New Hillman common stock is decreased by a consolidation, combination, reverse stock split or reclassification of New Hillman common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of New Hillman common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding share of New Hillman common stock.

Whenever the number of shares of New Hillman common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of New Hillman common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of New Hillman common stock so purchasable immediately thereafter.

In addition, if (i) we issue additional shares of common stock or equity-linked securities for capital-raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per share of common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per share of common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

In case of any reclassification or reorganization of the outstanding New Hillman common stock (other than those described above or that solely affects the par value of such New Hillman common stock), or in the case of any merger or consolidation of New Hillman with or into another corporation (other than a consolidation or merger in which New Hillman is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding New Hillman common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of New Hillman as an entirety or substantially as an entirety in connection with which New Hillman is dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the New Hillman common stock immediately theretofore

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purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of New Hillman common stock in such a transaction is payable in the form of New Hillman common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants. This formula is to compensate the warrant holder for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.

The warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and New Hillman. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, and that all other modifications or amendments will require the vote or written consent of the holders of at least 50% of the then outstanding public warrants, and, solely with respect to any amendment to the terms of the private placement warrants, a majority of the then outstanding private placement warrants. You should review a copy of the warrant agreement, which is filed as an exhibit to the registration statement of which this proxy statement/prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to New Hillman, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive New Hillman common stock. After the issuance of New Hillman common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, New Hillman will, upon exercise, round down to the nearest whole number the number of shares of New Hillman common stock to be issued to the warrant holder. As a result, warrant holders not purchasing an even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional interests that will not be issued.

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors  —  Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with Landcadia.” This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Private Placement Warrants

The private placement warrants (including the New Hillman common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the Closing

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(except in limited circumstances) and they will not be redeemable by New Hillman so long as they are held by the Sponsors or their permitted transferees. Except as described below, the private placement warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the IPO, including as to exercise price, exercisability and exercise period. If the private placement warrants are held by holders other than the Sponsors or their permitted transferees, the private placement warrants will be redeemable by New Hillman and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO.

If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of New Hillman common stock equal to the quotient obtained by dividing (x) the product of the number of shares of New Hillman common stock underlying the warrants multiplied by the excess of the “fair market value” ​(defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” means the average reported closing price of the New Hillman common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

In order to finance transaction costs in connection with Landcadia’s initial business combination, Landcadia’s Sponsors or an affiliate of one of Landcadia’s Sponsors or certain of Landcadia’s officers and directors may, but are not obligated to, loan Landcadia funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such working capital loans by Landcadia’s Sponsors or their affiliates, or Landcadia’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

The Sponsors have agreed not to transfer, assign or sell any of the private placement warrants (including the New Hillman common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date of the Closing (except in limited circumstances). In addition, for so long as they are held by JFG Sponsor, the private placement warrants will not be exercisable more than five years from the effective date of the registration statement for Landcadia’s IPO in accordance with FINRA rules.

Exclusive Forum

The Proposed Charter provides that, to the fullest extent permitted by law, unless New Hillman otherwise consents in writing, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, by the sole and exclusive forum for: (i) any derivative claim or proceeding brought on behalf of New Hillman, (ii) any claim of breach of a fiduciary duty owed by, or any other wrongdoing by, any director officer, employee, or stockholder of New Hillman, (iii) any claim against New Hillman arising pursuant to any provision of the DCGL, the Proposed Charter, or the New Hillman Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine. In addition, notwithstanding anything to the contrary in the foregoing, the federal district courts of the United States are the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act.

Anti-Takeover Effects of Provisions of the Proposed Charter, the New Hillman Bylaws and Applicable Law

Certain provisions of the Proposed Charter, New Hillman Bylaws, and laws of the State of Delaware, where New Hillman is incorporated, may discourage or make more difficult a takeover attempt that a stockholder might consider in his or her best interest. These provisions may also adversely affect prevailing market prices for the New Hillman common stock. New Hillman believes that the benefits of increased protection give New Hillman the potential ability to negotiate with the proponent of an unsolicited proposal to acquire or restructure New Hillman and outweigh the disadvantage of discouraging those proposals because negotiation of the proposals could result in an improvement of their terms.

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Authorized but Unissued Shares

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of Nasdaq, which would apply if and so long as the New Hillman common stock remains listed on Nasdaq require stockholder approval of certain issuances equal to exceeding 20% of the then outstanding voting power or then outstanding number of shares of common stock. Additional shares that may be used in the future may be issued for a variety of corporate purposes, including future public offerings, to raise additional capital, or to facilitate acquisitions. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of New Hillman by means of a proxy contest, tender offer, merger, or otherwise.

Number of Directors

The Proposed Charter and the New Hillman Bylaws provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors may be fixed from time to time pursuant to a resolution adopted by the New Hillman Board. The initial number of directors will be set at nine.

Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals

The New Hillman Bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors, other than nominations made by or at the direction of the New Hillman Board or a committee of the New Hillman Board. In order to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide New Hillman with certain information. Generally, to be timely, a stockholder’s notice must be received at New Hillman’s principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the immediately preceding annual meeting of stockholders. The New Hillman Bylaws also specify requirements as to the form and content of a stockholder’s notice. The New Hillman Bylaws allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay, or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of New Hillman.

Limitations on Stockholder Action by Written Consent

The Proposed Charter provides that, subject to the terms of any series of New Hillman Preferred Stock, any action required or permitted to be taken by the stockholders of New Hillman must be effected at an annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting.

Business Combinations

Under Section 203 of the DGCL, a corporation will not be permitted to engage in a business combination with any interested stockholder for a period of three years following the time that such interested stockholder became an interested stockholder, unless:

(1) prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

(2) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

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(3) at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662∕3% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of New Hillman’s outstanding voting stock. For purposes of this section only, “voting stock” has the meaning given to it in Section 203 of the DGCL.

The Proposed Charter would cause the combined company to not be governed by Section 203 of the DGCL and, instead, include a provision in the Proposed Charter that is substantially similar to Section 203 of the DGCL, but excludes from the definition of “interested stockholder” ​(A) the investment funds affiliated with CCMP Capital Advisors, LP and their respective successors, transferees and affiliates because such stockholders currently hold voting power of Hillman Holdco in excess of, and immediately following the Business Combination these parties will hold voting power of the combined company in excess of, the 15% threshold under Section 203, and (B) any person whose ownership of shares in excess of the 15% threshold is the result of any action taken solely by the combined company.

Cumulative Voting

Under Delaware law, the right to vote cumulatively does not exist unless the charter specifically authorizes cumulative voting. The Proposed Charter does not authorize cumulative voting.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors of corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. New Hillman’s Charter includes a provision that eliminates the personal liability of directors for damages for any breach of fiduciary duty as a director except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended.

The New Hillman Bylaws provide that New Hillman must indemnify and advance expenses to New Hillman’s directors and officers to the fullest extent authorized by the DGCL. New Hillman also is expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for New Hillman directors, officers, and certain employees for some liabilities. New Hillman believes that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability, advancement and indemnification provisions in the Proposed Charter and New Hillman Bylaws may discourage stockholders from bringing lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit New Hillman and its stockholders. In addition, your investment may be adversely affected to the extent New Hillman pays the costs of settlement and damage awards against directors and officer pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of New Hillman’s directors, officers, or employees for which indemnification is sought.

Corporate Opportunities

Under the Proposed Charter, New Hillman will renounce any interest or expectancy in, or in being offered an opportunity to participate in, any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, each of CCMP Capital Advisors, LP and the investment funds affiliated with CCMP Capital Advisors, LP and their respective successors, Transferees, and Affiliates (each as defined in the Proposed Charter) (other than New Hillman and its

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subsidiaries) and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any who serve as officers or directors of New Hillman.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, New Hillman’s stockholders will have appraisal rights in connection with a merger or consolidation of New Hillman. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders’ Derivative Actions

Under the DGCL, any of New Hillman’s stockholders may bring an action in New Hillman’s name to procure a judgment in New Hillman’s favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of New Hillman’s shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law.

Transfer Agent, Warrant Agent and Registrar

The transfer agent for New Hillman capital stock will be Continental Stock Transfer & Trust Company. New Hillman will agree to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.

Listing of Common Stock

Application will be made for the shares of New Hillman common stock and public warrants to be approved for listing on Nasdaq under the symbols “HLMN” and “HLMNW,” respectively.

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SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK

Rule 144

Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted Class A common stock or warrants of New Hillman for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of New Hillman at the time of, or at any time during the three months preceding, a sale and (ii) New Hillman is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and has filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as it was required to file reports) preceding the sale.

Persons who have beneficially owned restricted Class A common stock or warrants of New Hillman for at least six months but who are affiliates of New Hillman at the time of, or at any time during the three months preceding, a sale would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

•

1% of the total number of shares of New Hillman common stock then outstanding; or

•

the average weekly reported trading volume of New Hillman’s common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by affiliates of New Hillman under Rule 144 are also limited by manner of sale provisions and notice requirements and by the availability of current public information about New Hillman.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business-combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

•

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

•

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

•

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials) other than Form 8-K reports; and

•

at least one year has elapsed from the time that the issuer filed current Form 10-type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, Landcadia’s Sponsors, officers, directors and other affiliates will be able to sell the New Hillman common stock they receive upon conversion of their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after Landcadia has completed its initial business combination.

Following the Closing, New Hillman will no longer be a shell company, and so, once the conditions listed above are satisfied, Rule 144 will become available for the resale of the above-noted restricted securities.

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COMPARISON OF STOCKHOLDER RIGHTS

General

Landcadia is incorporated under the laws of the State of Delaware and the rights of Landcadia Stockholders are governed by the laws of the State of Delaware, including the DGCL, the Current Charter and Landcadia’s bylaws. As a result of the Business Combination, Landcadia Stockholders will become holders of New Hillman common stock. New Hillman is incorporated under the laws of the State of Delaware and the rights of New Hillman stockholders are governed by the laws of the State of Delaware, including the DGCL, the Proposed Charter and the New Hillman Bylaws. Thus, following the Business Combination, the rights of Landcadia Stockholders who become New Hillman stockholders in the Business Combination will continue to be governed by Delaware law but will no longer be governed by the Current Charter and Landcadia’s bylaws and instead will be governed by the Proposed Charter and the New Hillman Bylaws.

Comparison of Stockholders’ Rights

Set forth below is a summary comparison of material differences between the rights of Landcadia Stockholders under the Current Charter and Landcadia’s bylaws (left column), and the rights of New Hillman’s stockholders under the forms of the Proposed Charter and the New Hillman Bylaws (right column). The summary set forth below is not intended to be complete or to provide a comprehensive discussion of each company’s governing documents. This summary is qualified in its entirety by reference to the full text of Landcadia’s Charter and Landcadia’s bylaws, and the forms of the Proposed Charter and the New Hillman Bylaws, which are attached as Annex C and Annex D, respectively, as well as the relevant provisions of the DGCL.

Landcadia	New Hillman
Authorized Capital Stock
Under the Current Charter, Landcadia is currently authorized to issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock.	Under the Proposed Charter, as part of the transactions contemplated by the Merger Agreement, all Class B common stock shall be automatically converted on a one-for-one basis into shares of Class A common stock, and all Class A common stock shall be renamed as “common stock” for all purposes under the Proposed Charter. New Hillman will be authorized to issue 501,000,000 shares of capital stock, consisting of (i) 500,000,000 shares of New Hillman common stock, par value $0.0001 per share, and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share. Upon consummation of the Business Combination, we expect there will be 187,476,425 shares of New Hillman common stock (assuming no redemptions and no issuance of any shares underlying options or other equity awards of Hillman Holdco prior to the Business Combination) outstanding. Following consummation of the Business Combination, New Hillman is not expected to have any preferred stock outstanding.
Rights of Preferred Stock
Landcadia’s Board may fix for any series of preferred stock such voting powers, full or limited, or no voting powers, and such preferences,	The New Hillman Board may fix for any class or series of preferred stock such voting rights, if any, and such designations, powers preferences and

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Landcadia	New Hillman
designations and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as may be stated in the resolutions of the Landcadia Board providing for the issuance of such series.	relative, participating, optional, special or other rights, if any, and such qualifications, limitations or restrictions thereof, as may be stated in the resolutions of the New Hillman Board providing for the issuance of such class or series and included in a certificate of designation filed pursuant to the DGCL.
Number and Qualification of Directors
Under the Current Charter, the number of directors of Landcadia, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by Landcadia’s Board of directors pursuant to a resolution adopted by a majority of Landcadia’s Board.	Under the Proposed Charter, the number of directors of New Hillman, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by New Hillman’s Board.
Classification of the Board of Directors
Under the Current Charter, subject to the rights of the holders of one or more series of preferred stock of Landcadia to elect one or more directors, the Landcadia Board is classified into three classes of directors with staggered terms of office.	Under the Proposed Charter, subject to the rights of the holders of one or more series of preferred stock of New Hillman to elect one or more directors, the New Hillman Board is classified into three classes of directors with staggered terms of office.
Election of Directors
The Current Charter provides that, at Landcadia’s annual meeting, stockholders elect directors to replace the class of directors whose term expires at that annual meeting, each of whom shall hold office for a term of three years or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation or removal. If the number of directors is changed, any increase or decrease is apportioned among the classes to maintain an equal number of directors in each class as nearly as possible, and any additional director of any class elected to fill a vacancy will hold office for the remaining term of that class, but in no case will a decrease in the number of directors remove or shorten the term of any incumbent director. Subject to the rights of the holders of one or more series of preferred stock, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the election of directors.	The Proposed Charter provides that, at each annual meeting of the stockholders of New Hillman following the effectiveness of the Proposed Charter, stockholders elect directors to replace the class of directors whose term expires at that annual meeting, each of whom shall hold office for a term of three years and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office. If the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors remove or shorten the term of any incumbent director. Subject to the rights of the holders of one or more series of preferred stock to elect directors, directors shall be elected by a plurality of the votes cast at an annual meeting of stockholders by holders of the common stock.
Removal of Directors
The Current Charter provides that, subject to the	The Proposed Charter provides that, subject to the

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Landcadia	New Hillman
rights of the holders of any series of preferred stock, any director or the entire Landcadia Board may be removed from office at any time, but only for cause and only by the affirmative vote of holders of at least a majority of the voting power of all then outstanding shares of capital stock of Landcadia entitled to vote generally in the election of directors, voting together as a single class.	rights of the holders of any series of preferred stock, any director or the entire board may be removed from office at any time, but only for cause and only by the affirmative vote of holders of at least 66% of the voting power of all the then outstanding shares of capital stock of New Hillman entitled to vote generally in the election of directors, voting together as a single class. At least forty-five (45) days prior to any annual or special meeting of stockholders at which it is proposed that any director be removed from office, written notice of such proposed removal and the alleged grounds thereof shall be sent to the director whose removal will be considered at the meeting.
Voting
The Current Charter provides that, except as otherwise required by law or the Current Charter, including the rights of the holders of any series of preferred stock, holders of the Landcadia Class A common stock and the Landcadia Class B common stock exclusively possess all voting power with respect to Landcadia. Except as otherwise required by law or the Current Charter, the holders of Landcadia Shares shall be entitled to one vote for each such share on each matter properly submitted to Landcadia Stockholders on which the holders of Landcadia Shares are entitled to vote. Except as otherwise required by law or the Current Charter, including the rights of the holders of any series of preferred stock, for so long as any shares of Landcadia Class B common stock remain outstanding, Landcadia may not, without first obtaining the written consent of the holders of at least a majority of the then outstanding shares of Landcadia Class B common stock, voting separately as a single class, amend, alter or repeal any provision of the Current Charter, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Landcadia Class B common stock.	The Proposed Charter provides that, except as otherwise required by law or the Proposed Charter, holders of New Hillman common stock shall exclusively possess all voting power with respect to New Hillman. The holders of shares of New Hillman’s common stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the New Hillman common stock are entitled to vote. The holders of shares of New Hillman common stock shall at all times vote together as one class on all matters submitted to a vote of the stockholders of New Hillman.
Cumulative Voting
Delaware law allows for cumulative voting only if provided for in the Current Charter; however, the Current Charter does not authorize cumulative voting.	Delaware law allows for cumulative voting only if provided for in the Proposed Charter; however, the Proposed Charter does not authorize cumulative voting.
Vacancies on the Board of Directors
The Current Charter provides that, subject to the rights of the holders of any series of preferred stock, newly created directorships resulting from an	The Proposed Charter provides that, subject to the rights of the holders of any series of preferred stock, newly created directorships resulting from an

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Landcadia	New Hillman
increase in the number of directors and any vacancies on the Landcadia Board resulting from death, resignation, retirement, disqualification, removal or other cause are filled exclusively by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders). Any director so chosen will hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.	increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled solely by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders). Any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
Special Meeting of the Board of Directors
The Landcadia bylaws provide that special meetings of the Landcadia Board may be called by the Chairman of the Board or President and shall be called by the Chairman of the Board, President or Secretary on the written request of at least a majority of directors then in office or the sole director.	The New Hillman Bylaws provide that special meetings of the Board may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or a majority of the total number of directors constituting the Board.
Stockholder Action by Written Consent
Under the Current Charter, any action required or permitted to be taken by the stockholders of Landcadia must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, except that holders of Class B common stock may take action by written consent in lieu of taking action at a meeting of the shareholders, and other than what may otherwise be provided for pursuant to the Current Charter relating to the rights of the holders of any outstanding series of preferred stock of Landcadia.	Under the Proposed Charter, subject to the rights of the holders of any series of preferred stock, any action required or permitted to be taken by the stockholders of New Hillman must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.
Amendment to Certificate of Incorporation
Pursuant to Delaware law, the Current Charter requires the approval of the Landcadia Board and an affirmative vote of the holders of at least a majority of the combined voting power of the then outstanding shares of voting stock, voting together as a single class; except that Article IX of the Current Charter, relating to business combination requirements, may not be amended prior to the consummation of the initial business combination unless approved by the affirmative vote of the holders of at least 65% of all then outstanding Landcadia Shares.	Pursuant to Delaware law, the Proposed Charter requires the approval of the New Hillman Board and an affirmative vote of the holders of at least a majority of the combined voting power of the then outstanding shares of voting stock, voting together as a single class; except that the Proposed Charter will require approval by an affirmative vote of the holders of at least 66% in voting power of all the then outstanding shares of New Hillman entitled to vote generally in the election of directors, voting together as a single class, to amend, alter or repeal certain provisions of the Proposed Charter as follows: Article FIFTH, which addresses amending or addressing the number, election, terms and removal

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Landcadia	New Hillman
​	of the classified board structure and any directors thereof; Article SIXTH, which addresses requirements relating to the amendment of the New Hillman Bylaws; Article SEVENTH, Section 7.1, which addresses the requirement that special meetings be called only by the New Hillman Board; Article SEVENTH, Section 7.3, which addresses the requirement that stockholders take action at a meeting rather than by written consent; Article EIGHTH, which addresses the limitation on personal liability for a director’s breach of fiduciary duty and ability to indemnify, and advance expenses to, any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of New Hillman or any predecessor of New Hillman or is or was serving at the request of New Hillman as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; Article NINTH, which addresses the specification that certain transactions are not “corporate opportunities”; Article TENTH, which addresses the election not to be governed by DGCL Section 203 and inclusion of a provision substantially similar to DGCL 203; and Article ELEVENTH, which addresses requirements to amend, alter, change or repeal certain provisions of the Proposed Charter.
Amendment of the Bylaws
The Current Charter provides that the Landcadia Board is expressly authorized to adopt, alter, amend or repeal the bylaws. The bylaws may also be adopted, amended, altered or repealed by an affirmative vote of holders of at least a majority of the voting power of all of the then outstanding shares of capital stock of Landcadia entitled to vote generally in the election of directors, voting together as a single class.	The Proposed Charter provides that the New Hillman Board will be expressly authorized to adopt, alter, amend or repeal the New Hillman Bylaws. The New Hillman Bylaws may also be adopted, amended, altered or repealed by an affirmative vote of the holders of at least 66% of the voting power of all of the then outstanding shares of capital stock of New Hillman entitled to vote generally in the election of directors, voting together as a single class.
Quorum
Board of Directors.   The Landcadia bylaws provide that a majority of the Landcadia Board constitutes a quorum at any meeting of the Landcadia Board. Stockholders.   The Landcadia bylaws provide that the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum; except that when specified business is to be	Board of Directors.   The New Hillman Bylaws provide that a majority of the New Hillman Board constitutes a quorum at any meeting of the New Hillman Board. Stockholders.   The New Hillman Bylaws provide that the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a

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Landcadia	New Hillman
voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series will constitute a quorum.	quorum; except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series will constitute a quorum.
Corporate Opportunity
Under the Current Charter, to the extent permitted by law, Landcadia renounces any expectancy that any of the Landcadia directors or officers will offer any corporate opportunity in which he or she may become aware to Landcadia, except with respect to any of the directors or officers of Landcadia with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of Landcadia and (i) such opportunity is one that Landcadia is legally and contractually permitted to undertake and would otherwise be reasonable for Landcadia to pursue and (ii) the director or officer is permitted to refer that opportunity to Landcadia without violating any legal obligation.	Under the Proposed Charter, New Hillman will renounce any interest or expectancy in, or in being offered an opportunity to participate in, business opportunities that are from time to time available to CCMP Capital Advisors, LP, the investment funds affiliated with CCMP Capital Advisors, LP or their respective successors, Transferees, and Affiliates (each as defined in the Proposed Charter) (other than New Hillman and its subsidiaries) or any of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any who serve as officers or directors of New Hillman.
Special Stockholder Meetings
The Landcadia bylaws provide that, subject to the rights of the holders of any series of preferred stock, a special meeting of stockholders may be called by the Chairman of the Board, Chief Executive Officer of Landcadia, or the Landcadia Board pursuant to a resolution adopted by a majority of the Landcadia Board.	The New Hillman Bylaws provide that, subject to the rights of the holders of any series of preferred stock and the requirements of applicable law, a special meeting of the stockholders may be called only by the Board.
Notice of Stockholder Meetings
The Landcadia bylaws provide that notice of each Landcadia Stockholders meeting stating the place, if any, date and time of each meeting, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) shall be delivered by Landcadia not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless otherwise required by law. Whenever notice is required to be given to any Landcadia Stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions	The New Hillman Bylaws provide that notice of each stockholders meeting stating the place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting. Whenever notice is required to be given to any New Hillman stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized delivery service for next day delivery; or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL .

207

Landcadia	New Hillman
set forth in Section 232 of the DGCL.	​
Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
The Landcadia bylaws provide that no business may be transacted at an annual meeting of Landcadia Stockholders, other than business that is either (i) specified in Landcadia’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of directors, (ii) otherwise properly brought before the annual meeting by or at the direction of the Landcadia Board or (iii) otherwise properly brought before the annual meeting by any Landcadia Stockholder (x) who is a stockholder of record entitled to vote at such annual meeting on the date of the giving of the required notice and on the record date for the determination of stockholders entitled to vote at such annual meeting; and (y) who complies with the notice procedures set forth in the Landcadia bylaws. The Landcadia Stockholder must (i) give timely notice thereof in proper written form to the Secretary of Landcadia and (ii) the business must be a proper matter for stockholder action. To be timely, a Landcadia Stockholder’s notice must be received by the Secretary at the principal executive offices of Landcadia not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the the 10th day following the day on which public announcement of the date of the annual meeting is first made by Landcadia. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the Landcadia bylaws.	The New Hillman Bylaws provide that no business may be transacted at an annual meeting of New Hillman stockholders, other than business that is either: (i) specified in New Hillman’s notice of meeting (or any supplement thereto) given by or at the direction of the Board; (ii) otherwise properly brought before the annual meeting by or at the direction of the Board; or (iii) otherwise properly brought before the annual meeting by any stockholder of New Hillman: (A) who is a stockholder of record on the date of the giving of the required notice and on the record date for the determination of stockholders entitled to vote at such annual meeting; and (B) who complies with the notice procedures set forth in the New Hillman Bylaws. For the avoidance of doubt, the foregoing clause (iii) shall be the exclusive means for a stockholder to bring business properly before an annual meeting of stockholders (other than matters properly brought under Rule 14a-8 under the Exchange Act). The New Hillman stockholder must (i) give timely notice thereof in proper written form to the Secretary of New Hillman and (ii) the business must be a proper matter for stockholder action. To be timely, a New Hillman stockholder’s notice must be received by the Secretary at the principal executive offices of New Hillman not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting (which date shall, for purposes of New Hillman’s first annual meeting of stockholders after its shares of Common Stock (as defined in the Proposed Charter) are first publicly traded, be deemed to have occurred on a date to be fixed at the time the New Hillman bylaws are approved and adopted); provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of timely notice as

208

Landcadia	New Hillman
​	described above. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the New Hillman Bylaws.
Stockholder Nominations of Persons for Election as Directors
The Landcadia bylaws provide that nominations of persons for election to the Landcadia Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the New Hillman’s notice of such special meeting may be made: (i) by or at the direction of the Board of directors; or (ii) by any stockholder of Landcadia who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice required (as described below) and on the record date for the determination of stockholders entitled to vote at such meeting and who complies with the notice procedures set forth in the Landcadia bylaws. The Landcadia Stockholder must give timely notice in proper written form to the Secretary of Landcadia. To give timely notice, a stockholder’s notice must be received by the Secretary at the principal executive offices of Landcadia (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by the Corporation; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made. Additionally, to be in proper form, the stockholder must provide information pursuant to the advance notice for nomination of directors provisions in the Landcadia bylaws.	The New Hillman Bylaws provide that nominations of persons for election to the New Hillman Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the New Hillman’s notice of such special meeting, may be made: (i) by or at the direction of the New Hillman Board; or (ii) by any stockholder of New Hillman: (A) who is a stockholder of record on the date of the giving of the required notice (as described below) and on the record date for the determination of stockholders entitled to vote at such meeting; and (B) who complies with the notice procedures set forth in the New Hillman Bylaws. The New Hillman stockholder must give timely notice in proper written form to the Secretary of New Hillman. To be timely, a stockholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of New Hillman: (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders (which date shall, for purposes of New Hillman’s first annual meeting of stockholders after its shares of Common Stock (as defined in the Proposed Charter) are first publicly traded, be deemed to have occurred on a date to be fixed at the time the New Hillman bylaws are approved and adopted); provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made. Additionally, to be in proper form, the stockholder must provide information pursuant to the advance notice for nomination of directors provisions in the New Hillman Bylaws.
Limitation of Liability of Directors and Officers
The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of	Consistent with the authority under Delaware law (as stated in the explanation regarding the Current Charter), the Proposed Charter provides that no

209

Landcadia	New Hillman
the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Current Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL as the same exists or may hereafter be amended, unless a director violated his or her duty of loyalty to Landcadia or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director.	director will be personally liable except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended.
Indemnification of Directors, Officers
The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity. The Current Charter and the Landcadia bylaws provide that, to the fullest extent permitted by applicable law, Landcadia will indemnify, , each person who is or was made a party or is threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he or she is or was a director or officer of Landcadia or, while director or officer of Landcadia, is or was serving at Landcadia’s request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity. Landcadia shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred.	The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity. The Proposed Charter provides that, to the fullest extent permitted by applicable law, New Hillman shall indemnify and advance expenses to each director of New Hillman and may indemnify and advance expenses to any other person made or threatened to be made a party to a proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of New Hillman or any predecessor, or is or was serving at New Hillman’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
Dividends
Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase	Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase

210

Landcadia	New Hillman
would not cause any impairment of the capital of a corporation. The Current Charter provides that, subject to applicable law, the rights, if any, of outstanding shares of preferred stock and Article IX of the Current Charter, relating to business combination requirements, the holders of Landcadia Shares shall be entitled to receive dividends and other distributions (payable in cash, property, or capital stock of Landcadia) when, as, and if declared by the Board of directors from time to time out of any assets of Landcadia legally available for dividends, and shall be treated equally, identically, and ratably, on a per share basis, with respect to any dividends.	would not cause any impairment of the capital of a corporation. The Proposed Charter provides that, subject to the rights, if any, of the holders of outstanding shares of preferred stock, the holders of shares of New Hillman common stock shall be entitled to receive dividends and other distributions (payable in cash, property, or capital stock of New Hillman) when, as, and if declared by the Board from time to time out of any assets or funds of New Hillman legally available for dividends, and shall be treated equally on a per share basis, with respect to any dividends.
Liquidation
The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of outstanding shares of preferred stock, and Article IX of the Current Charter, relating to business combination requirements, following the payment or provision for payment of the debts and other liabilities of Landcadia in the event of an voluntary or involuntary liquidation, dissolution, or winding-up of Landcadia, the holders of Landcadia Shares shall be entitled to receive all the remaining assets of Landcadia available for distribution to its stockholders, ratably in proportion to the number of shares of Landcadia Shares held by them.	The Proposed Charter provides that, subject to the rights, if any, of the holders of outstanding shares of preferred stock, following the payment or provision for payment of the debts and other liabilities of New Hillman in the event of any voluntary or involuntary liquidation, dissolution, or winding up of New Hillman, the holders of New Hillman’s common stock shall be entitled to receive all the remaining assets of New Hillman available for distribution to its stockholders, ratably in proportion to the number of shares of New Hillman’s common stock held by them.
Anti-Takeover Provisions and Other Stockholder Protections
The anti-takeover provisions and other stockholder protections in the Current Charter include a staggered board, a prohibition on stockholder action by written consent (subject to exceptions, described above under “Stockholder Action by Written Consent”) and blank check preferred stock. In addition, under the Current Charter, Landcadia is subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in a “business combination” with an “interested stockholder” ​(i.e., a stockholder owning 15% or more of Landcadia voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions.	The anti-takeover provisions and other stockholder protections in the Proposed Charter include the staggered Board, a prohibition on stockholder action by written consent, and blank check preferred stock. The Proposed Charter would cause New Hillman to not be governed by Section 203 of the DGCL and, instead, include a provision in the Proposed Charter that is substantially similar to Section 203 of the DGCL, but excludes from the definition of “interested stockholder” ​(A) the investment funds affiliated with CCMP Capital Advisors, LP and their respective successors, transferees and affiliates (the “Sponsor Holders”) because such stockholders currently hold voting power of Hillman Holdco in excess of, and immediately following the Business Combination these parties will hold voting power of the combined company in excess of, the 15% threshold under Section 203 of the DGCL, and (B) any person whose ownership of shares in excess of the 15% threshold is the result of any action taken solely by New Hillman.

211

Landcadia	New Hillman
Preemptive Rights
There are no preemptive rights relating to the Landcadia Shares.	There are no preemptive rights relating to the shares of New Hillman common stock.
Fiduciary Duties of Directors
Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information. The Landcadia bylaws provide that the Landcadia Board may exercise all such powers of Landcadia and do all such lawful acts and things as are not by statute or by the Current Charter or by Landcadia’s bylaws required to be exercised or done solely by stockholders.	Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information. The New Hillman Board may exercise all such powers of New Hillman and do all such lawful acts and things as are not by statute or the Proposed Charter or the New Hillman Bylaws required to be exercised or done by the stockholders. The New Hillman Bylaws permit New Hillman’s books and records to be kept within or outside Delaware.
Inspection of Books and Records
Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. The Landcadia bylaws permit Landcadia’s books and records to be kept within or outside Delaware, and at such places as the Landcadia Board may designate from time to time.	Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. The New Hillman Bylaws permit New Hillman’s books and records to be kept within or outside Delaware, and at such places as the New Hillman Board may designate from time to time.
Choice of Forum
The Current Charter provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware and federal court within the State of Delaware as the sole and exclusive forums for any: (i) derivative action or proceeding brought on	The Proposed Charter provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware shall be the sole and exclusive forums for any: (i) derivative claim or proceeding brought on behalf of New Hillman; (ii) any claim of

212

Landcadia	New Hillman
behalf of Landcadia; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of Landcadia to Landcadia or Landcadia Stockholders; (iii) any action asserting a claim against Landcadia, its directors, officers, or employees arising pursuant to any provision of the DGCL, the Current Charter or Landcadia’s bylaws, or (iv) other action asserting a claim against Landcadia, its directors, officers, or employees governed by the internal affairs doctrine, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to (i) the personal jurisdiction of the state and federal courts within Delaware and (ii) service of process on such stockholder’s counsel.	breach of a fiduciary duty owed by any director, officer, or other employee of New Hillman to New Hillman or New Hillman’s stockholders; (iii) any claim against New Hillman, its directors, officers or employees arising pursuant to any provision of the DCGL, the Proposed Charter or the New Hillman Bylaws; or (iv) any other claim against New Hillman, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware in the name of any stockholder, the stockholder bringing the suit will be deemed to have consented to (i) the personal jurisdiction of the state and federal courts within Delaware and (ii) service of process on such stockholder’s counsel. In addition, notwithstanding anything to the contrary in the foregoing, the Proposed Charter also provides that the federal district courts of the United States are the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. The exclusive forum provisions do not apply to suits brought to enforce any liability or duty created by the Exchange Act.
Transfer of Stock
The Landcadia bylaws provide that Landcadia Stockholders may transfer Landcadia Shares, and Landcadia shall register the requested transfer, if a certificate representing Landcadia Shares is presented to Landcadia with an endorsement requesting the registration of transfer of such shares, certified or uncertified, according to the method specified in the Landcadia bylaws. Whenever any transfer of Landcadia Shares has been made for collateral security and not absolutely, Landcadia shall record such fact in the entry of transfer if, when the certificate is presented (or if uncertified, when instructions for registration) to Landcadia, both the transferor and transferee request Landcadia to do so. Under the Landcadia bylaws, Landcadia has the right to restrict the transfer or registration of transfer of Landcadia Shares if permitted by the DGCL and noted conspicuously on the certificate representing such Landcadia Shares, but any such restriction is ineffective against a person without actual knowledge of such restriction, except in certain circumstances.	The New Hillman Bylaws provide that the transfer of shares of New Hillman’s common stock shall be made only upon the transfer books of New Hillman, which will be kept at New Hillman’s office within or without the State of Delaware, or by transfer agents who are designated to transfer shares of New Hillman stock.

213

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information known to Landcadia regarding the beneficial ownership of Landcadia common stock before the Business Combination and, immediately following consummation of the Business Combination, ownership of shares of New Hillman common stock assuming that no public shares are redeemed, and alternatively that the maximum number of our public shares are redeemed, by:

•

each person known by us to be or expected to be, the beneficial owner of more than 5% of our outstanding common stock;

•

each of our executive officers and directors;

•

each person who will become an executive officer or director of New Hillman; and

•

all our executive officers and directors as a group before the Business Combination and all executive officers and directors of New Hillman following the Business Combination.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership of Landcadia common stock pre-Business Combination is based on 62,500,000 shares of Landcadia common stock (including 50,000,000 public shares and 12,500,000 founder shares) issued and outstanding as of January 24, 2021.

The expected beneficial ownership of New Hillman common stock after the Business Combination, assuming none of our public shares are redeemed, has been determined based on the following: (i) none of our stockholders exercise their redemption rights to receive cash from the trust account in exchange for their shares of Landcadia Class A common stock and we have not issued any additional shares of our Class A common stock; (ii) the Sponsors forfeit an aggregate of 3,828,000 founder shares, (iii) 37,500,000 shares of Landcadia Class A common stock are issued to the PIPE Investors in connection with the Private Placement, (iv) 91,304,425 shares of New Hillman common stock have been issued pursuant to the Merger Agreement, (v) no warrants have been exercised by any warrantholder, and (vi) there will be an aggregate of 187,476,425 shares of New Hillman common stock (including shares issued upon conversion of the founder shares) issued and outstanding at the Closing.

The expected beneficial ownership of New Hillman common stock after the Business Combination, assuming that the maximum number of public shares are redeemed has been determined based on the following: (i) holders of 14,200,000 public shares have exercised their redemption rights to receive cash from the trust account in exchange for their shares of Landcadia Class A common stock and we have not issued any additional shares of our Class A common stock; (ii) the Sponsors forfeit an aggregate of 3,828,000 founder shares, (iii) 37,500,000 shares of Landcadia Class A common stock are issued to the PIPE Investors in connection with the Private Placement, (iv) 91,304,425 shares of New Hillman common stock have been issued pursuant to the Merger Agreement, (v) no warrants have been exercised by any warrantholder, and (vi) there will be an aggregate of 173,276,425 shares of New Hillman common stock (including shares issued upon conversion of the founder shares) issued and outstanding at the Closing.

214

​

Before the Business Combination

After the Business Combination

​

​

​

​

​

​

Assuming No Redemption

Assuming Maximum Redemption

​

Name and Address of Beneficial Owner(1)

Number of shares of Landcadia common stock

%

Number of shares of New Hillman Common Stock

%

Number of shares of New Hillman Common Stock

%

​

Directors and Executive Officers of Landcadia

​

​

​

​

​

​

​

​

​

​

​

​

​

Tilman J. Fertitta(2)

​

6,462,500

​

10.3

​

4,000,425

​

2.1

​

4,000,425

​

2.3

​

Richard Handler

​

—

​

—

​

—

​

—

​

—

​

—

​

Richard H. Liem

​

—

​

—

​

—

​

—

​

—

​

—

​

Steven L. Scheinthal

​

—

​

—

​

—

​

—

​

—

​

—

​

Nicholas Daraviras

​

—

​

—

​

—

​

—

​

—

​

—

​

Scott Kelly

​

—

​

—

​

—

​

—

​

—

​

—

​

Dona Cornell

​

—

​

—

​

—

​

—

​

—

​

—

​

All Directors and Executive Officers of Landcadia as a Group (7 Individuals)

​

6,462,500

​

10.3

​

4,000,425

​

2.1

​

4,000,425

​

2.3

​

Holders of more than 5% of Landcadia’s outstanding shares of common stock prior to the Business Combination

​

​

​

​

​

​

​

​

​

​

​

​

​

TJF, LLC(2)

​

6,462,500

​

10.3

​

4,000,425

​

2.1

​

4,000,425

​

2.3

​

Jefferies Financial Group Inc.(3)

​

7,537,500

​

12.1

​

8,671,576

​

4.6

​

8,671,576

​

5.0

​

BlueCrest Capital Management Limited(4)

​

3,500,000

​

5.6

​

3,500,000

​

1.9

​

3,500,000

​

2.0

​

Directors and Executive Officers of New Hillman After Consummation of the Business Combination(5)

​

​

​

​

​

​

​

​

​

​

​

​

​

Doug Cahill(6)

​

—

​

—

​

1,460,830

​

*

​

1,460,830

​

*

​

Joseph Schafenberger

​

—

​

—

​

—

​

—

​

—

​

—

​

Richard Zannino

​

—

​

—

​

—

​

—

​

—

​

—

​

Dan O’Leary

​

—

​

—

​

—

​

—

​

—

​

—

​

John Swygert

​

—

​

—

​

—

​

—

​

—

​

—

​

Aaron Jagdfeld(7)

​

—

​

—

​

214,126

​

*

​

214,126

​

*

​

David Owens(8)

​

—

​

—

​

24,707

​

*

​

24,707

​

*

​

Philip Woodlief(9)

​

—

​

—

​

49,413

​

*

​

49,413

​

*

​

Diana Dowling

​

—

​

—

​

—

​

—

​

—

​

—

​

Robert Kraft(10)

​

—

​

—

​

319,130

​

*

​

319,130

​

*

​

John Michael Adinolfi(11)

​

—

​

—

​

225,903

​

*

​

225,903

​

*

​

Jarrod Streng(12)

​

—

​

—

​

35,001

​

*

​

35,001

​

*

​

Scott Ride(13)

​

—

​

—

​

199,302

​

*

​

199,302

​

*

​

George Murphy(14)

​

—

​

—

​

35,001

​

*

​

35,001

​

*

​

Randy Fagundo(15)

​

—

​

—

​

43,237

​

*

​

43,237

​

*

​

Gary Seeds(16)

​

—

​

—

​

453,064

​

*

​

453,064

​

*

*

Kim Corbitt(17)

​

—

​

—

​

135,888

​

*

​

135,888

​

*

​

Steve Brunker(18)

​

—

​

—

​

16,471

​

*

​

16,471

​

*

​

All Directors and Executive Officers of New Hillman as a Group (18 Individuals)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

—

​

3,212,073

​

1.7

​

3,212,073

​

1.8

​

Holders of more than 5% of New Hillman’s outstanding shares of common stock After Consummation of the Business Combination

​

​

​

​

​

​

​

​

​

​

​

​

​

CCMP Capital Investors III, L.P. and related investment funds(19)

​

—

​

—

​

71,903,438

​

38.4

​

71,903,438

​

41.5

​

Oak Hill Capital Partners and related investment funds(20)

​

—

​

—

​

15,153,551

​

8.1

​

15,153,551

​

8.8

​

215

*

Denotes less than 1%

(1)

Unless otherwise noted, the business address of each of these stockholders is c/o Landcadia Holdings III, Inc., 1510 West Loop South, Houston, Texas 77027.

(2)

TJF, LLC is the record holder of the shares reported herein. Pre-Business Combination amounts consist entirely of founder shares, which will automatically convert into shares of New Hillman common stock in connection with the Closing. Post-Business Combination amounts exclude 2,462,075 founder shares which TJF Sponsor will forfeit in connection with the Closing. Pre-Business Combination and Post-Business Combination amounts exclude 4,000,000 shares underlying private placement warrants that will not become exercisable within 60 days of the date hereof. Tilman J. Fertitta owns and controls TJF, LLC and has voting and dispositive control over the shares held by TJF, LLC.

(3)

Jefferies Financial Group Inc. is the record holder of the shares reported herein. Pre-Business Combination amounts consist of (i) 1,500,000 shares of Landcadia Class A common stock underlying the units purchased by Jefferies LLC in the open market and (ii) 6,037,500 founder shares, which will automatically convert into shares of New Hillman common stock in connection with the Closing. Post-Business Combination amounts include 2,500,000 shares that Jefferies Financial Group Inc. has committed to purchase in the Private Placement, but exclude 1,365,924 founder shares which JFG Sponsors will forfeit in connection with the Closing. Pre-Business Combination and Post-Business Combination amounts exclude 500,000 public warrants underlying the units held by Jefferies LLC and 4,000,000 shares underlying private placement warrants held by JFG Sponsor that will not become exercisable within 60 days of the date hereof. Jefferies LLC is a wholly owned indirect subsidiary of JFG Sponsor.

(4)

According to a Schedule 13G filed on October 16, 2020, BlueCrest Capital Management Limited (“BlueCrest”) and Michael Platt hold the interests shown. BlueCrest serves as investment manager to Millais Limited, a Cayman Islands exempted company, and Michael Platt serves as principal director and control person of BlueCrest. BlueCrest and Mr. Platt share the power to vote or direct the vote and share the power to dispose or direct the disposition relating to the securities. The address of each of BlueCrest and Mr. Platt is Ground Floor, Harbour Reach, La Rue de Carteret, St Helier, Jersey, Channel Islands, JE2 4HR.

(5)

Unless otherwise noted, the business address of each of these stockholders is 10590 Hamilton Avenue, Cincinnati, Ohio 45231.

(6)

Includes 1,372,591 shares that may be acquired upon the exercise of outstanding options.

(7)

Includes 49,413 shares that may be acquired upon the exercise of outstanding options.

(8)

Includes 24,707 shares that may be acquired upon the exercise of outstanding options.

(9)

Includes 49,413 shares that may be acquired upon the exercise of outstanding options.

(10)

Includes 236,774 shares that may be acquired upon the exercise of outstanding options.

(11)

Includes 49,413 shares that may be acquired upon the exercise of outstanding options.

(12)

Includes 35,001 shares that may be acquired upon the exercise of outstanding options.

(13)

Includes 199,302 shares that may be acquired upon the exercise of outstanding options.

(14)

Includes 35,001 shares that may be acquired upon the exercise of outstanding options.

(15)

Includes 43,237 shares that may be acquired upon the exercise of outstanding options.

(16)

Includes 217,525 shares that may be acquired upon the exercise of outstanding options.

(17)

Includes 135,888 shares that may be acquired upon the exercise of outstanding options.

(18)

Includes 16,471 shares that may be acquired upon the exercise of outstanding options.

(19)

Includes 52,077,359 shares held by CCMP Capital Investors III, L.P. (“CCMP III”), 3,124,230 shares held by CCMP Capital Investors (Employee) III, L.P. (“CCMP III Employee”) and 16,701,849 shares held by CCMP Co-Invest III A, L.P. (“CCMP Co-Invest”, and collectively with CCMP III and CCMP III Employee, the “CCMP Investors”). The general partner of each of CCMP III and CCMP III Employee is CCMP Capital Associates III, L.P. (“CCMP Capital Associates”). The general partner of

216

CCMP Co-Invest is CCMP Co-Invest III A GP, LLC (“CCMP Co-Invest GP”). The general partner of CCMP Capital Associates is CCMP Capital Associates III GP, LLC (“CCMP Capital Associates GP”). CCMP Capital Associates GP is wholly owned by CCMP Capital, LP. CCMP Capital, LP, is also the sole member of CCMP Co-Invest GP. The general partner of CCMP Capital, LP is CCMP Capital GP, LLC (“CCMP Capital GP”). CCMP Capital GP ultimately exercises voting and investment power over the shares held by the CCMP Investors. As a result, CCMP Capital GP may be deemed to share beneficial ownership with respect to the shares held by the CCMP Investors. The investment committee of CCMP Capital GP includes Messrs. Scharfenberger and Zannino, each of whom serves as a director of the Company. Each of the CCMP entities has an address of c/o CCMP Capital Advisors, LP, 277 Park Avenue, New York, New York 10172.

(20)

Oak Hill Capital Partners (“Oak Hill”) represents an aggregation of 14,283,315 shares held by Oak Hill Capital Partners III, L.P., 469,097 shares held by Oak Hill Capital Management Partners III, L.P. and 401,139 shares held by OHCP III HC RO, L.P (collectively, the “Oak Hill Investors”). The general partner of each of the Oak Hill Investors is OHCP GenPar III, L.P. (“Oak Hill GP”). Oak Hill GP is wholly owned by OHCP MGP Partners III, L.P. (“Oak Hill Capital GP”). Oak Hill Capital GP ultimately exercises voting and investment power over the shares held by the Oak Hill Investors. As a result, Oak Hill Capital GP may be deemed to share beneficial ownership with respect to the shares held by the Oak Hill Investors. The address of Oak Hill is 65 East 55th Street, 32nd Floor, New York, New York 10022.

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NEW HILLMAN MANAGEMENT AFTER THE BUSINESS COMBINATION

Board of Directors and Management

The following is a list of the persons who are anticipated to be New Hillman’s directors and executive officers following the Business Combination and their ages and anticipated positions following the Business Combination.

Name	Age	Position
Doug Cahill	61	Chairman of the Board, President and Chief Executive Officer
Joseph Scharfenberger	49	Director
Richard Zannino	62	Director
Dan O’Leary	65	Director
John Swygert	51	Director
Aaron Jagdfeld	49	Director
David Owens	58	Director
Philip Woodlief	67	Director
Diana Dowling	55	Director
Robert O. Kraft	49	Chief Financial Officer and Treasurer
Jon Michael Adinolfi	44	Divisional President, Hillman US
Scott C. Ride	50	President, Hillman Canada
Randall Fagundo	61	Divisional President, Robotics and Digital Solutions
Jarrod Streng	41	Divisional President, Protective Solutions and Corporate
Gary L. Seeds	62	Executive Vice President, Sales and Field Service
George Murphy	56	Executive Vice President, Sales
Kimberly F. Corbitt	38	Chief Human Resources Officer
Steven A. Brunker	60	Chief Information Officer

Executive Directors

Douglas Cahill will serve as Chief Executive Officer and Chairman of our board of directors. Mr. Cahill joined Hillman on July 25, 2019 as Executive Chairman, Senior Executive Officer and is Chief Executive Officer of Hillman. Prior to joining Hillman, Mr. Cahill was a Managing Director of CCMP from July 2014 to July 2019 and was a member of CCMP’s Investment Committee and previously was an Executive Adviser of CCMP from March 2013. Mr. Cahill served as President and Chief Executive Officer of Oreck, the manufacturer of upright vacuums and cleaning products, from May 2010 until December 2012. Prior to joining Oreck, Mr. Cahill served for eight years as President and Chief Executive Officer of Doane Pet Care Company, a private label manufacturer of pet food and former CCMP portfolio company, through to its sale to MARS Inc. in 2006. From 2006 to 2009, Mr. Cahill served as president of Mars Petcare U.S. Prior to joining Doane in 1997, Mr. Cahill spent 13 years at Olin Corporation, a diversified manufacturer of metal and chemicals, where he served in a variety of managerial and executive roles. Mr. Cahill serves as a Board Member for Junior Achievement of Middle Tennessee and the Visitor Board at Vanderbilt University’s Owen Graduate School of Management. In January 2009, Mr. Cahill was appointed as an Adviser to Mars Incorporated. Mr. Cahill previously served as a director of Banfield Pet Hospital from 2006 to 2016, Ollie’s Bargain Outlet from 2013 to 2016, Jamieson Laboratories from 2014 to 2017, Founder Sport Group from 2016 to 2019, and Shoes for Crews from 2015 to 2019. Mr. Cahill will serve as the Chairman of our board of directors due to his financial, investment, and extensive management experience.

Joseph Scharfenberger has agreed to serve on our board of directors. Mr. Scharfenberger has been a Managing Director of CCMP since July 2009 and is a member of CCMP’s Investment Committee. Prior to joining CCMP, Mr. Scharfenberger worked at Bear Stearns Merchant Banking. Prior to joining Bear

218

Stearns Merchant Banking, Mr. Scharfenberger worked in the private equity division at Toronto Dominion Securities. Mr. Scharfenberger currently serves on the boards of Badger Sportswear, Jetro Cash & Carry, Shoes for Crews, and Truck Hero, Inc. Mr. Scharfenberger previously served as a director of Jamieson Laboratories from 2014 to 2017 and as a director of Jetro Cash and Carry from 2015 – 2019. Mr. Scharfenberger was selected to serve on our board of directors due to his financial, investment, and business experience. Mr. Scharfenberger was selected as a director nominee by CCMP.

Richard Zannino has agreed to serve on our board of directors. Mr. Zannino has been a Managing Director of CCMP since July 2009 and is a member of CCMP’s Investment Committee. Prior to joining CCMP, Mr. Zannino was Chief Executive Officer and a member of the board of directors of Dow Jones & Company. Mr. Zannino joined Dow Jones as Executive Vice President and Chief Financial Officer in February 2001 before his promotion to Chief Operating Officer in July 2002 and to Chief Executive Officer and Director in February 2006. Prior to joining Dow Jones, Mr. Zannino was Executive Vice President in charge of strategy, finance, M&A, technology, and a number of operating units at Liz Claiborne. Mr. Zannino joined Liz Claiborne in 1998 as Chief Financial Officer. In 1998, Mr. Zannino served as Executive Vice President and Chief Financial Officer of General Signal. From 1993 until early 1998, Mr. Zannino was at Saks Fifth Avenue, ultimately serving as Executive Vice President and Chief Financial Officer. Mr. Zannino currently serves on the boards of Ollie’s Bargain Outlet, Estee Lauder Companies, IAC/InterActiveCorp., Badger Sportswear, Shoes for Crews, Truck Hero, Inc., and Eating Recovery Center and is a trustee of Pace University. Mr. Zannino previously served as a director of Jamieson Laboratories from 2014 to 2017. Mr. Zannino was selected to serve on our board of directors due to his financial, investment, and business experience. Mr. Zannino was selected as a director nominee by CCMP.

Daniel O’ Leary has agreed to serve on our board of directors. Mr. O’Leary currently serves as Chairman and CEO of Edgen Murray Corporation. He began at Edgen Murray, a distributor for energy infrastructure components, specialized oil and gas parts and equipment, and its predecessor companies in 2003 guiding a management buyout that grew the company through a series of acquisitions and growth initiatives. The company went public in May of 2012 and was acquired in 2013 by Sumitomo Corporation. Mr. O’Leary has served on various boards within Sumitomo and its subsidiaries. Additionally, he served as an independent director on the board of Sprint Industrial from 2017-2019. Mr. O’Leary has a long career in leadership positions in manufacturing and distribution principally in the oil and gas and energy infrastructure markets. Mr. O’Leary was selected to serve on our board of directors due to his extensive management, operational, investment, and business experience. Mr. O’Leary was selected as a director nominee by Landcadia.

John Swygert has agreed to serve on our board of directors. Mr. Swygert has been the President and Chief Executive Officer of Ollie’s Bargain Outlet Holdings, Inc. (“Ollie's”) since December 2019. Prior to this appointment, Mr. Swygert was Ollie’s Executive Vice President and Chief Operating Officer since January 2018. Mr. Swygert joined Ollie’s in March 2004 as Chief Financial Officer and was later promoted to Executive Vice President and Chief Financial Officer in 2011. Mr. Swygert has worked in discount retail as a finance professional for over 28 years. Prior to joining Ollie’s, Mr. Swygert was Executive Vice President and Chief Financial Officer at Factory 2-U Stores, Inc. He held several positions while at Factory 2-U Stores, Inc. from 1992, ranging from Staff Accountant, Assistant Controller, Controller, Director of Financial Planning and Analysis, Vice President of Finance and Planning, and Executive Vice President and Chief Financial Officer. Mr. Swygert also previously worked for PETCO Animal Supplies, Inc. in Business Development and Financial Analysis. Mr. Swygert was selected to serve on our board of directors due to his extensive financial, operational and management experience in the retail field.

219

Aaron Jagdfeld has agreed to serve on our board of directors. Mr. Jagdfeld has been the President and Chief Executive Officer of Generac Power Systems, Inc. since September 2008 and a director of Generac since November 2006. Mr. Jagdfeld began his career at Generac in the finance department in 1994 and became Generac’s Chief Financial Officer in 2002. In 2007, he was appointed President and was responsible for sales, marketing, engineering, and product development. Prior to joining Generac, Mr. Jagdfeld worked in the audit practice of the Milwaukee, Wisconsin office of Deloitte & Touche from 1993 to 1994. Mr. Jagdfeld was selected to serve on our board of directors due to his extensive management and financial experience. Mr. Jagdfeld was selected as a director nominee by mutual consent of CCMP and Landcadia.

David Owens has agreed to serve on our board of directors. Mr. Owens has been a Professor at Vanderbilt University’s Owen Graduate School of Business since August 2009. At Vanderbilt, Mr. Owens has taught The Practice of Management. Mr. Owens was selected to serve on our board of directors due to his financial and business experience. Mr. Owens was selected as a director nominee by mutual consent of CCMP and Landcadia.

Philip K. Woodlief has agreed to serve on our board of directors. Mr. Woodlief has been an independent financial consultant since 2007 and was an Adjunct Professor of Management at Vanderbilt University’s Owen Graduate School of Business since October 2010 to January 2020. At Vanderbilt, Mr. Woodlief has taught Financial Statement Research and Financial Statement Analysis. Mr. Woodlief also currently serves as a Visiting Instructor of Accounting at Sewanee: The University of the South. Prior to 2008, Mr. Woodlief was Vice President and Chief Financial Officer of Doane Pet Care, a global manufacturer of pet products. Prior to 1998, Mr. Woodlief was Vice President and Corporate Controller of Insilco Corporation, a diversified manufacturer of consumer and industrial products. Mr. Woodlief began his career in 1979 at KPMG Peat Marwick in Houston, Texas, progressing to the Senior Manager level in the firm’s Energy and Natural Resources practice. Mr. Woodlief was a certified public accountant. Mr. Woodlief currently serves on the board of trustees, and chairs the Finance Committee, of Sewanee St. Andrew’s School. Mr. Woodlief was selected to serve on our board of directors due to his financial and business experience. Mr. Woodlief was selected as a director nominee by mutual consent of CCMP and Landcadia.

Diana Dowling has agreed to serve on our board of directors. Ms. Dowling is an innovation and strategy consultant advising corporations on partnerships, M&A activity and new product initiatives. Her recent clients include Epiq, where she focused on data privacy products and acquisitions, and Pitney Bowes, where she focused on mobile location data and ecommerce. While at Pitney Bowes, Ms. Dowling led both the business strategy for the Newgistics acquisition, as well as the post-merger integration. She is also the CEO/​Founder of Two Hudson Ventures, investing in start-ups and real estate. Earlier in her career, Ms. Dowling was a VP of Business Development at MaMaMedia, a digital media startup, and Director of Business Development at Hearst New Media. In addition, she worked as a market research analyst at Tontine Partners. Ms. Dowling began her career as an analyst and associate at Bankers Trust. She was Executive Director of Harvard Business School Alumni Angels NY, as well as Co-Chair of HBSCNY Entrepreneurship. In addition, as part of the HBSCNY Skills Gap Project, she led a pilot with LaGuardia Community College and local tech startups to develop skilled programmers. She holds a Bachelor of Arts in Economics and a Master of Business Administration from Harvard University. She has served on the board of trustees for the US Squash Association and the Eagle Hill School. Ms. Dowling was selected to serve on our board of directors due to her experience in digital marketing, e-commerce, data and analytics, innovation, new business development and M&A. Ms. Dowling was selected as a director nominee by mutual consent of CCMP and Landcadia.

Executive Officers

Doug Cahill will serve as President and Chief Executive Officer upon consummation of the Business Combination. Mr. Cahill has served as President and Chief Executive Officer of The Hillman Companies, Inc. and The Hillman Group, Inc. since September 2019. Mr Cahill joined Hillman on July 25, 2019 as Executive Chairman, Senior Executive Officer. Prior to joining Hillman, Mr. Cahill was a Managing Director of CCMP from July 2014 to July 2019 and was a member of CCMP’s Investment Committee and previously was an Executive Adviser of CCMP from March 2013. Mr. Cahill served as President and Chief Executive Officer of Oreck, the manufacturer of upright vacuums and cleaning products, from May 2010 until December 2012. Prior to joining Oreck, Mr. Cahill served for eight years as President and Chief Executive Officer of Doane Pet Care Company, a private label manufacturer of pet food and former CCMP portfolio

220

company, through to its sale to MARS Inc. in 2006. From 2006 to 2009 Mr. Cahill served as president of Mars Petcare U.S.. Prior to joining Doane in 1997, Mr. Cahill spent 13 years at Olin Corporation, a diversified manufacturer of metal and chemicals, where he served in a variety of managerial and executive roles. Mr. Cahill serves as a Board Member for Junior Achievement of Middle Tennessee and the Visitor Board at Vanderbilt University’s Owen Graduate School of Management. In January 2009, Mr. Cahill was appointed as an Adviser to Mars Incorporated. Mr. Cahill previously served as a director of Banfield Pet Hospital from 2006 to 2016, Ollie’s Bargain Outlet from 2013 to 2016, Jamieson Laboratories from 2014 to 2017, Founder Sport Group from 2016 to 2019, and Shoes for Crews from 2015 to 2019. Mr. Cahill serves as the Chairman of our board of directors due to his financial, investment, and extensive management experience.

Robert O. Kraft will serve as Chief Financial Officer and Treasurer. Mr. Kraft has served as Chief Financial Officer and Treasurer of The Hillman Companies, Inc. and The Hillman Group, Inc. since November 2017. Prior to joining Hillman, Mr. Kraft served as the President of the Omnicare (Long Term Care) division, and an Executive Vice President, of CVS Health Corporation from August 2015 to September 2017. From November 2010 to August 2015, Mr. Kraft was Chief Financial Officer and Senior Vice President of Omnicare, Inc. Mr. Kraft began his career with PriceWaterhouseCoopers LLP in 1992, was admitted as a Partner in 2004, and is a certified public accountant (inactive). Mr. Kraft currently serves on the board of Medpace Holdings, Inc.

Jon Michael Adinolfi will serve as Divisional President, Fastening, Hardware, and Personal Protective Solutions of New Hillman. Mr. Adinolfi has served as Divisional President, Fastening, Hardware, and Personal Protective Solutions of The Hillman Companies, Inc. and The Hillman Group, Inc. since July 2019. Prior to joining Hillman, Mr. Adinolfi served as President of US Retail for Stanley Black & Decker from November 2016 – July 2019. Prior to which he served as President of Hand Tools for Stanley Black & Decker from October 2013 – December 2016. From June 2011 – September 2013 he served as the CFO — North America, CDIY for Stanley Black & Decker

Jarrod Streng will serve as Divisional President, Personal Protective Solutions & Corporate Marketing of New Hillman. Mr. Streng has served as Division President, Personal Protective Solutions & Corporate Marketing of New Hillman The Hillman Companies, Inc. and The Hillman Group, Inc. since October 2019. Mr. Streng served as Executive Vice President Marketing & Operations of our Big Time Products Division from 2018- 2019 and was the Senior Vice President of Marketing for Big Time Products from 2017-2018. Prior to joining Big Time Products, Mr. Streng served as the Vice President of Brand Management and Development for Plano Synergy from 2014-2017

Scott Ride will serve as President of The Hillman Group Canada ULC. Mr. Ride joined The Hillman Group Canada as the Chief Operating Officer in January 2015. Prior to joining Hillman, Mr. Ride served as the President of Husqvarna Canada from May 2011 through September 2014. From 2005 through 2011, Mr. Ride served in a variety of roles of increasing responsibility at Electrolux, including Senior Director of Marketing, Vice President and General Manager, and President.

George Murphy will serve as Executive Vice President, Sales of New Hillman. George Murphy has served as Executive Vice President, Sales of New Hillman of The Hillman Companies, Inc. and The Hillman Group, Inc. since October 2019. Mr. Murphy severed as Executive Vice President of Sales of our Big Time Products division from January 2018 – October 2019 and the President of Home Depot Sales from March 2016 – Jan 2018. Prior to joining Big Time Products, Mr. Murphy served as Senior Director of Sales for Master Lock from June 2007 – March 2016.

Randy Fagundo will serve as Divisional President, Robotics and Digital Solutions of The Hillman Companies, Inc. and The Hillman Group, Inc. Mr. Fagundo joined Hillman in August 2018 and prior to joining Hillman, served as the President, and Chief Executive Officer of MinuteKey since June 2010.

Gary Seeds will serve as the Executive Vice President, Sales & Field Service of The Hillman Companies, Inc. and The Hillman Group, Inc. From January 2014 to February 2020, Mr. Seeds served as Senior Vice President, Sales at Hillman. From January 2003 to January 2014, Mr. Seeds served as Senior Vice President, Regional and International Sales at Hillman. From January 1993 to January 2003, Mr. Seeds served as Vice President of Traditional Sales at Hillman. From July 1992 to January 1993, Mr. Seeds served as Regional Vice President of Sales ay Hillman. From January 1989 to July 1992, Mr. Seeds served as West Coast Regional Manager. Mr. Seeds joined Hillman as a sales representative in February 1984.

221

Kim Corbitt will serve as the Chief Human Resources Officer of The Hillman Companies, Inc and The Hillman Group, Inc. Prior to joining Hillman in January 2017, Ms. Corbitt served as HR Director for Global Baby Care and Feminine Care R&D at Proctor & Gamble from 2015 through 2016 and Senior HR Manager from 2009 through 2014. Ms. Corbitt also serves as the Founding President of Girls with Grit, an organization that teaches sports fundamentals and life skills to young women since July 2016.

Steve Brunker will serve as the Chief Information Officer of The Hillman Companies, Inc. and The Hillman Group, Inc. Prior to joining Hillman in February 2020, Mr. Brunker served as Vice President and Chief Information Officer of LSI Industries Inc. from December 2000 through February 2020. During his tenure at LSI, Mr. Brunker was responsible for numerous key technology transitions. From July 1982 to December 2000, Mr. Brunker served in sales and corporate marketing roles at Hewlett-Packard Company.

Corporate Governance

New Hillman will structure its corporate governance in a manner that Hillman Holdco and Landcadia believe will closely align its interests with those of its stockholders following the Business Combination. Notable features of this corporate governance include:

•

New Hillman will have independent director representation on its audit, compensation and nominating and corporate governance committees immediately at the time of the Business Combination, and its independent directors will meet regularly in executive sessions without the presence of its corporate officers or non-independent directors;

•

at least one of its directors will qualify as an “audit committee financial expert” as defined by the SEC; and

•

it will implement a range of other corporate governance best practices, including placing limits on the number of directorships held by its directors to prevent “overboarding” and implementing a robust director education program.

Role of Board in Risk Oversight

The board of directors will have extensive involvement in the oversight of risk management related to New Hillman and its business and will accomplish this oversight through the regular reporting to the board of directors by the audit committee. The audit committee will represent the board of directors by periodically reviewing New Hillman’s accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls and its compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the audit committee will review and discuss all significant areas of New Hillman’s business and summarize for the board of directors all areas of risk and the appropriate mitigating factors. In addition, the board of directors will receive periodic detailed operating performance reviews from management.

Composition of the New Hillman Board of Directors After the Merger

New Hillman’s business and affairs will be managed under the direction of its board of directors. In connection with the Business Combination, we will amend and restate Landcadia’s existing charter to declassify the board of directors.

Board Committees

After the completion of the Business Combination, the standing committees of New Hillman’s board of directors will consist of an audit committee, a compensation committee and a nominating and corporate governance committee. The board of directors may from time to time establish other committees.

New Hillman’s president and chief executive officer and other executive officers will regularly report to the non-executive directors and the audit, the compensation and the nominating and corporate governance committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. We believe that the leadership structure of New Hillman’s board of directors will provide appropriate risk oversight.

222

Audit Committee

Upon the completion of the Business Combination, we expect New Hillman to have an audit committee, consisting of [•], who will be serving as the chairperson, and [•]. Each proposed member of the audit committee qualifies as an independent director under Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 under the Exchange Act. Following the Business Combination, New Hillman’s board of directors will determine which member of its audit committee qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of Nasdaq.

The purpose of the audit committee will be to prepare the audit committee report required by the SEC to be included in New Hillman’s proxy statement and to assist the board of directors in overseeing and monitoring (1) the quality and integrity of the financial statements, (2) compliance with legal and regulatory requirements, (3) New Hillman’s independent registered public accounting firm’s qualifications and independence, (4) the performance of New Hillman’s internal audit function and (5) the performance of New Hillman’s independent registered public accounting firm.

The board of directors will adopt a written charter for the audit committee which will be available on New Hillman’s website upon the completion of the Business Combination.

Compensation Committee

Upon the completion of the Business Combination, we expect New Hillman to have a compensation committee, consisting of [•], who will be serving as the chairperson, and [•].

The purpose of the compensation committee is to assist the board of directors in discharging its responsibilities relating to (1) setting New Hillman’s compensation program and compensation of its executive officers and directors, (2) monitoring New Hillman’s incentive and equity-based compensation plans and (3) preparing the compensation committee report required to be included in New Hillman’s proxy statement under the rules and regulations of the SEC.

The board of directors will adopt a written charter for the compensation committee which will be available on New Hillman’s website upon the completion of the Business Combination.

Nominating and Corporate Governance Committee

Upon the completion of the Business Combination, we expect New Hillman to have a nominating and corporate governance committee, consisting of [•], who will be serving as the chairperson, [•] and [•]. The purpose of the nominating and corporate governance committee will be to assist the board of directors in discharging its responsibilities relating to (1) identifying individuals qualified to become new board of directors members, consistent with criteria approved by the board of directors, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the board of directors select, the director nominees for the next annual meeting of stockholders, (3) identifying board of directors members qualified to fill vacancies on any board of directors committee and recommending that the board of directors appoint the identified member or members to the applicable committee, (4) reviewing and recommending to the board of directors corporate governance principles applicable to New Hillman, (5) overseeing the evaluation of the board of directors and management and (6) handling such other matters that are specifically delegated to the committee by the board of directors from time to time.

The board of directors will adopt a written charter for the nominating and corporate governance committee which will be available on New Hillman’s website upon completion of the Business Combination.

Code of Business Conduct

New Hillman will adopt a new code of business conduct that applies to all of its directors, officers and employees, including its principal executive officer, principal financial officer and principal accounting officer, which will be available on New Hillman’s website upon the completion of the Business Combination. New Hillman’s code of business conduct is a “code of ethics”, as defined in Item 406(b) of Regulation S-K. Please

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note that New Hillman’s Internet website address is provided as an inactive textual reference only. New Hillman will make any legally required disclosures regarding amendments to, or waivers of, provisions of its code of ethics on its Internet website.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee was at any time during fiscal year [•], or at any other time, one of our officers or employees. None of our executive officers has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of our board of directors or member of our compensation committee.

Independence of the Board of Directors

Nasdaq rules require that independent directors must comprise a majority of a listed company’s board of directors. Based upon information requested from and provided by each proposed director concerning his or her background, employment and affiliations, including family relationships, we have determined that [•], [•], [•] and [•], representing [•] of New Hillman’s nine proposed directors, will be “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

Compensation of Directors and Executive Officers

Overview

Following the Closing of the Business Combination, we expect New Hillman’s executive compensation program to be consistent with Hillman’s existing compensation policies and philosophies, which are designed to:

•

attract, retain and motivate senior management leaders who are capable of advancing Hillman’s mission and strategy and, ultimately, creating and maintaining its long-term equity value. Such leaders must engage in a collaborative approach and possess the ability to execute its business strategy in an industry characterized by competitiveness and growth;

•

reward senior management in a manner aligned with Hillman’s financial performance; and

•

align senior management’s interests with Hillman’s equity owners’ long-term interests through equity participation and ownership.

Following the Closing of the Business Combination, decisions with respect to the compensation of New Hillman’s executive officers, including its named executive officers, will be made by the compensation committee of the board of directors. In connection with the Business Combination, the compensation committee also retained Pearl Meyer & Partners, LLC, an independent executive compensation consultant, to advise on New Hillman’s executive and director compensation. The following discussion is based on the present expectations as to the compensation of the named executive officers and directors following the Business Combination. The actual compensation of the named executive officers will depend on the judgment of the members of the compensation committee and may differ from that set forth in the following discussion.

We anticipate that compensation for New Hillman’s executive officers will have the following components: base salary, cash bonus opportunities, long-term incentive compensation, broad-based employee benefits, supplemental executive perquisites and severance benefits. Base salaries, broad-based employee benefits, supplemental executive perquisites and severance benefits will be designed to attract and retain senior management talent. New Hillman will also use annual cash bonuses and long-term equity awards to promote performance-based pay that aligns the interests of its named executive officers with the long-term interests of its equity owners and to enhance executive retention.

Base Salary

We expect that the base salaries of New Hillman’s named executive officers in effect prior to the Business Combination as described under “New Hillman Management after the Business Combination —

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Compensation of Directors and Executive Officers” will be subject to increases made in connection with reviews by the compensation committee.

Annual Bonuses

We expect that New Hillman will use annual cash incentive bonuses for the named executive officers to motivate their achievement of short-term performance goals and tie a portion of their cash compensation to performance. We expect that, near the beginning of each year, the compensation committee will select the performance targets, target amounts, target award opportunities and other terms and conditions of annual cash bonuses for the named executive officers, subject to the terms of their employment agreements. Following the end of each year, the compensation committee will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the named executive officers.

Stock-Based Awards

We expect New Hillman to use stock-based awards in future years to promote its interests by providing these executives with the opportunity to acquire equity interests as an incentive for their remaining in its service and aligning the executives’ interests with those of New Hillman’s equity holders. Stock-based awards for our directors and named executive officers will be awarded in future years under the Incentive Equity Plan, which will be adopted by Landcadia’s Board in connection with the Business Combination and is being submitted to Landcadia’s stockholders for approval at the Special Meeting. For a description of the Incentive Equity Plan, please see “The Incentive Plan Proposal.”

Other Compensation

We expect New Hillman to continue to maintain various employee benefit plans currently maintained by Hillman Holdco, including medical, dental, vision, life insurance and 401(k) plans, paid vacation, sick leave and holidays and employee assistance program benefits in which the named executive officers will participate. We also expect New Hillman to continue to provide its named executive officers with specified perquisites and personal benefits currently provided by Hillman Holdco that are not generally available to all employees.

Director Compensation

Following the Business Combination, non-employee directors of New Hillman will receive varying levels of compensation for their services as directors and members of committees of New Hillman’s board of directors, in accordance with a non-employee director compensation policy that will be put in place following the Business Combination. New Hillman anticipates determining director compensation in accordance with industry practice and standards.

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HILLMAN HOLDCO’S EXECUTIVE AND DIRECTOR COMPENSATION

Throughout this section, unless otherwise noted, “we,” “us,” “our,” the “company” and similar terms refer to HMAN Group Holdings, Inc. and its subsidiaries prior to the consummation of the Business Combination, and to HMAN Group Holdings, Inc. and its subsidiaries after the Business Combination.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview and analysis of our compensation programs, the compensation decisions we have made under these programs, and the factors we considered in making these decisions with respect to the compensation earned by the following individuals, who as determined under the rules of the SEC are collectively referred to herein as our named executive officers (“NEOs”) for fiscal year 2020:

•

Douglas J. Cahill, President and Chief Executive Officer

•

Robert O. Kraft, Chief Financial Officer and Treasurer

•

Randall J. Fagundo, Divisional President, Robotics and Digital Solutions

•

George S. Murphy, Executive Vice President, Sales

•

Jarrod T. Streng, Divisional President, Protective Solutions & Corporate Marketing

Overview of the Compensation Program

Compensation Philosophy

The objective of our corporate compensation and benefits program is to establish and maintain competitive total compensation programs that will attract, motivate, and retain the qualified and skilled workforce necessary for the continued success of our business. To help align compensation paid to executive officers with the achievement of corporate goals, we have designed our cash compensation program as a pay-for-performance based system that rewards NEOs for their individual performance and contribution in achieving corporate goals. In determining the components and levels of NEO compensation each year, the compensation committee of our board of directors (our “compensation committee”) considers company performance, and each individual’s performance and potential to enhance long-term stockholder value. To remain competitive, our compensation committee also periodically reviews compensation survey information published by various organizations as another factor in setting NEO compensation. Our compensation committee relies on judgment and does not have any formal guidelines or formulas for allocating between long-term and currently paid compensation, cash and non-cash compensation, or among different forms of non-cash compensation for our NEOs.

Components of Total Compensation

Compensation packages in 2020 for our NEOs were comprised of the following elements:

Short-Term Compensation Elements

Element	Role and Purpose
Base Salary	Attract and retain executives and reward their skills and contributions to the day-to-day management of our company.
Annual Performance-Based Bonuses	Motivate the attainment of annual company and division, financial, operational, and strategic goals by paying bonuses determined by the achievement of specified performance targets with a performance period of one year.
Discretionary Bonuses	From time to time, we may award discretionary bonuses to compensate executives for special contributions or extraordinary circumstances or events.

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Long-Term Compensation Elements

Element	Role and Purpose
Stock Options and other Equity-Based Awards	Motivate the attainment of long-term value creation, align executive interests with the interests of our stockholders, create accountability for executives to enhance stockholder value, and promote long-term retention through the use of multi-year vesting equity awards.
Long Term Cash Retention Plan	Align executive interests, create accountability and retain executives through the integration of our various acquisitions.
Change of Control Benefits	Promote long-term retention and align the interests of executives with stockholders by providing for acceleration of equity vesting in the event of a change in control transaction.
Severance Benefits	We provide modest severance protection in the form of continued base salary and bonus payments in the event of a termination of employment without cause or for good reason for individual NEOs, as described below. payments in the event of a change in control.

Benefits

Element	Role and Purpose
Employee Benefit Plans and Perquisites	Participation in company-wide health and retirement benefit programs, provide financial security and additional compensation commensurate with senior executive level duties and responsibilities.

Process

Role of our Compensation Committee and Management

Our compensation committee meets annually to review and consider base salary and any proposed adjustments, prior year annual performance bonus results and targets for the current year, and any long-term incentive awards. Our compensation committee also reviews the compensation package for all new executive officer hires.

The key member of management involved in the compensation process is our Chief Executive Officer (“CEO”), Douglas J. Cahill. Our CEO presents recommendations for each element of compensation for each NEO, other than himself, to our compensation committee, which in turn evaluates these goals and either approves or appropriately revises them and presents them to our board of directors for review and approval. On an annual basis, a comprehensive report is provided by the CEO to our compensation committee on all of our compensation programs.

Determination of CEO Compensation

Our compensation committee determines the level of each element of compensation for our CEO and presents its recommendations to our full board of directors for review and approval. Consistent with its determination process for other NEOs, our compensation committee considers a variety of factors when determining compensation for our CEO, including past corporate and individual performance, general market survey data for similar size companies, and the degree to which the individual’s contributions have the

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potential to influence the outcome of the company’s short and long-term operating goals and alignment with shareholder value.

Assessment of Market Data and Use of Compensation Consultants

In establishing the compensation for each of our NEOs, our compensation committee considers information about the compensation practices of companies both within and outside our industry and geographic region, and considers evolving compensation trends and practices generally. Our compensation committee periodically reviews third-party market data published by various organizations such as the National Association of Manufacturers, the Compensation Data Manufacturing and Distribution Survey. Our compensation committee may review such survey data for market trends and developments, and utilize such data as one factor when making its annual compensation determinations. Our compensation committee does not typically use market data to establish specific targets for compensation or any particular component of compensation, and does not otherwise numerically benchmark its compensation decisions. Rather, our compensation committee may review survey information about the type and amount of compensation paid to executives in similar positions and with similar responsibilities as reported on an aggregate basis for companies with comparable sales volume and number of employees both within and outside its industry and geographic region. We did not utilize an executive compensation consultant with respect to compensation determinations we made in fiscal years 2020, 2019, or 2018. As discussed below, in connection with the Business Combination, Pearl Meyer & Partners, LLC was engaged as an independent executive compensation consultant to advise on the executive and director compensation programs of New Hillman.

Short-Term Compensation Elements

Base Salary

We believe that executive base salaries are an essential element to attract and retain talented and qualified executives. Base salaries are designed to provide financial security and a minimum level of fixed compensation for services rendered to the company. Base salary adjustments may reflect an individual’s performance, experience, and/or changes in job responsibilities. We also consider the other compensation we provide to our NEOs, such as the value of outstanding options, when determining base salary.

The rate of annual base salary for each NEO for fiscal years 2020, 2019, or 2018 are set forth below.

Name	2020 Base Salary			2019 Base Salary			2018 Base Salary
Douglas J. Cahill(1)	​	$	650,000	​	$	650,000	​	$	—
Robert O. Kraft	​	$	415,000	​	$	415,000	​	$	415,000
Randall J. Fagundo	​	$	330,000	​	$	286,000	​	$	286,000
George S. Murphy	​	$	350,000	​	$	350,000	​	$	350,000
Jarrod T. Streng	​	$	385,000	​	$	350,000	​	$	350,000

(1)

Mr. Cahill was not an NEO in 2018; he was hired effective July 29, 2019 as Executive Chairman, Senior Executive Officer and promoted to President and Chief Executive Officer effective September 16, 2019.

The increase, if any, in base salary for each NEO for a fiscal year reflects each individual’s particular skills, responsibilities, experience, and prior year performance. The fiscal year 2020 base salary amounts were determined as part of the total compensation paid to each NEO and were not considered, by themselves, as fully compensating the NEOs for their service to the company.

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Annual Performance-Based Bonuses

Pursuant to their employment agreements, each NEO is eligible to receive an annual cash bonus under the terms of a performance-based bonus plan. Each employment agreement specifies an annual target and maximum bonus as a percentage of the NEO’s annual base salary, which percentages may be adjusted (but not decreased below those stated in the NEO’s employment agreement) for any particular year in the discretion of our board of directors. The specific performance criteria and performance goals are established annually by our compensation committee in consultation with our CEO (other than with respect to himself) and approved by our board of directors. The performance targets are communicated to the NEOs following formal approval by our compensation committee and our board of directors, which is normally around March. The table below shows the target bonus and maximum bonuses as a percentage of base salary for each NEO for 2020. Generally, the higher the level of responsibility of the NEO within the company, the greater the percentages of base salary applied for that individual’s target and maximum bonus compensation.

2020 Target and Maximum Bonus

Name	2020 Minimum Bonus as Percentage of Base Salary		2020 Target Bonus as Percentage of Base Salary		2020 Maximum Bonus as Percentage of Base Salary
Douglas J. Cahill	​	50%	​	100%	​	150%
Robert O. Kraft	​	30%	​	60%	​	90%
Randall J. Fagundo	​	25%	​	50%	​	75%
George S. Murphy	​	25%	​	50%	​	75%
Jarrod T. Streng	​	25%	​	50%	​	75%

Each NEO’s annual bonus is determined based on actual performance in several categories of pre-established performance criteria as further described below. If actual results for each performance category equal the specified target performance level, the total bonus is the target bonus shown above. If actual results for each performance category equal or exceed the specified maximum performance level, the total bonus is the maximum bonus shown above. As described below, for some performance criteria, a portion of the target bonus may be payable if actual results for that category are less than the target performance level but are at least equal to a specified threshold level of performance.

For 2020, the bonus criteria for all NEOs included two company performance goals measured by 1) our Adjusted EBITDA for the year ended December 26, 2020, which is our consolidated earnings before interest, taxes, depreciation, and amortization, as adjusted for non-recurring charges as shown in the “Non-GAAP Financial Measures” section of this proxy statement/prospectus, further adjusted for inventory valuation charges and expenses associated with the implementation of cost saving initiatives (“Compensation Adjusted EBITDA”), and 2) our consolidated cash flow, which is the change in cash plus the reduction in the revolver and the principle of the term loan during the year ended December 26, 2020 (“Consolidated Cash Flow”). Bonus criteria for Mr. Murphy in 2020 included a gross sales target, which is our total sales to certain of our national account customers during the year ended December 26, 2020, unadjusted for the costs related to those sales (“NAC Gross Sales”). Bonus criteria for Mr. Streng included a segment-specific performance goal measured by Compensation Adjusted EBITDA, as described above, specific to the Hardware and Protective Solutions segment of our business (“Protective Solutions EBITDA”). For the bonus to be funded, the Compensation Adjusted EBITDA target must meet the threshold. Once the Compensation Adjusted EBITDA threshold is met, the final payout is dependent on the achievement of all metrics and their respective targets. Achievement at levels between threshold and maximum will result in payments on a sliding scale.

The table below shows the performance criteria for fiscal year 2020 selected for each NEO and the relative weight of total target bonus assigned to each component.

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2020 Performance Criteria and Relative Weight

Name	Compensation Adjusted EBITDA		Consolidated Cash Flow		Protective Solutions EBITDA		NAC Gross Sales
Douglas J. Cahill	​	70%	​	30%	​	—	​	—
Robert O. Kraft	​	70%	​	30%	​	—	​	—
Randall J. Fagundo	​	70%	​	30%	​	—	​	—
George S. Murphy	​	50%	​	20%	​	—	​	30%
Jarrod T. Streng	​	50%	​	20%	​	30%	​	—

Compensation Adjusted EBTIDA, Consolidated Cash Flow, NAC Gross Sales and Protective Solutions EBITDA are non-GAAP measures. Please see refer to the “Non-GAAP Financial Measures” section of this proxy statement/prospectus for additional information, including our definitions and use of Adjusted EBITDA and segment Adjusted EBITDA, and for a reconciliation of those measures to the most directly comparable financial measures under GAAP.

The threshold, target and maximum amounts and payout levels of each of the Consolidated EBITDA, Consolidated Cash Flow, Protective Solutions EBITDA and NAC Gross Sales targets determinative of the annual bonus payouts to each of the NEOs are as follows:

Metric	Threshold (89%)			Target (100%)			Maximum (112%)
Comp. Adj. EBITDA	​	$	190,100,000	​	$	213,000,000	​	$	238,600,000
Payout	​	​	50%	​	​	100%	​	​	150%

Metric	Threshold (46%)			Target (100%)			Maximum (164%)
Cons. Cash Flow	​	$	20,200,000	​	$	31,200,000	​	$	51,000,000
Payout	​	​	50%	​	​	100%	​	​	150%

Metric	Threshold (94%)			Target (100%)			Maximum (104%)
NAC Gross Sales	​	$	300,000,000	​	$	316,300,000	​	$	332,100,000
Payout	​	​	50%	​	​	100%	​	​	150%

Metric	Threshold (88%)			Target (100%)			Maximum (112%)
Prot. Solutions EBITDA	​	$	39,500,000	​	$	44,700,000	​	$	50,100,000
Payout	​	​	50%	​	​	100%	​	​	150%

Our compensation committee has not yet determined achievement of the 2020 performance targets and the annual cash bonuses that will be payable to each of our NEOs for 2020. We expect that the annual bonuses will be determined and paid to our NEOs in March of 2021.

Long-Term Compensation Elements

Stock Options

All equity awards are granted under the HMAN Group Holdings Inc. 2014 Equity Incentive Plan (the “2014 Equity Incentive Plan”), pursuant to which Holdco may grant options, stock appreciation rights, restricted stock, and other stock-based awards in respect of an aggregate of 94,195 shares. The 2014 Equity Incentive Plan is administered by the compensation committee. Such committee determines the terms of each stock-based award grant under the 2014 Equity Incentive Plan, except that the exercise price of any granted options and the base price of any granted stock appreciation rights may not be lower than the fair market value of one share of common stock of the company as of the date of grant.

Our 2014 Equity Incentive Plan is designed to align the interests of our stockholders and executive officers by increasing the proprietary interest of our executive officers in our growth and success to advance

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our interests by attracting and retaining key employees, and motivating such executives to act in our long-term best interests. We grant equity awards to promote the success and enhance the value of the company by providing participants with an incentive for outstanding performance. Equity-based awards also provide the company with the flexibility to motivate, attract, and retain the services of employees upon whose judgment, interest, and special effort the successful conduct of our operation is largely dependent.

On July 30, 2020, we granted 1,940 stock options to each of Messrs. Kraft and Fagundo. These options were time-based awards which, beginning on the first anniversary of the grant date, vest 25% annually until fully vested on the fourth anniversary of the grant date, subject to the optionee’s continued employment on each such vesting date.

On January 22, 2021, to provide additional long-term retention incentives and to reward them for their outstanding performance and contributions leading up to the Business Combination, we granted 4,956 stock options to Mr. Cahill, 1,625 stock options to Mr. Kraft, 958 stock options to Mr. Fagundo, 750 stock options to Mr. Murphy, and 958 stock options to Mr. Streng. Two-thirds of the options vest in four equal annual installments based on continued service, and one-third of the options vest 50% on January 1, 2022 if the company achieves or exceeds an EBITDA target of $240 million for fiscal year 2021, and 50% on January 1, 2023 if the company achieves or exceeds an EBITDA target of $260 million for fiscal year 2022.

Long Term Cash Retention Plan

In 2018, our compensation committee adopted a long term cash retention incentive plan (the “LTCI”), designed to align executive interests, create accountability and retain executives through the integration of Hillman’s various acquisitions. The LTCI is tied to the achievement of EBITDA-based financial performance targets for our recently acquired businesses (MinuteKey and Big Time) along with the core Hillman business. The LTCI was granted to executives involved with the integration of the acquired businesses. The table below shows the LTCI payout amounts based on the achievement of threshold, target, and maximum 2020 EBITDA as set forth in the plan. In each case, EBITDA means the consolidated earnings before interest, taxes, depreciation, and amortization, as typically adjusted for non-recurring charges, but tied to the specific entity or business segment and for each applicable fiscal year.

2018 Long Term Cash Retention Plan Threshold, Target and Maximum Bonus

Name	Threshold ($)		Target ($)		Maximum ($)
Robert O. Kraft	​	500,000	​	1,000,000	​	1,500,000
Randall J. Fagundo	​	737,000	​	1,474,000	​	2,211,000

The threshold, target and maximum amounts of target EBITDA, for Minutekey and Big Time in respect of Mr. Kraft’s LTCI bonus and MinuteKey in respect of Mr. Fagundo’s LTCI bonus, that determine the NEOs’ earning of their LTCI bonuses are as follows:

Name	Threshold EBITDA ($)		Target EBITDA ($)		Maximum EBITDA ($)
Robert O. Kraft	​	62,000,000	​	76,000,000	​	90,000,000
Randall J. Fagundo	​	22,000,000	​	28,000,000	​	34,000,000

In 2020, the LTCI plan was modified for certain executives, including Messrs. Murphy and Streng. The modified LTCI plan is tied to the achievement of 2020 and 2021 EBITDA targets for Big Time. The table below shows the LTCI payouts based on the achievement of target EBITDA in 2020 and target and maximum EBITDA in 2021 as set forth in the plan.

​	2020 Payout Target ($)		2021 Payout
Name			Target ($)		Maximum ($)
George S. Murphy	​	1,500,000	​	500,000	​	1,000,000
Jarrod T. Streng	​	1,500,000	​	500,000	​	1,000,000

The target and maximum amounts of EBITDA that determine the NEOs’ earning of their LTCI bonuses are as follows:

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Name	December 31, 2020 Target EBITDA ($)		December 31, 2021 Target EBITDA ($)		December 31, 2021 Maximum EBITDA ($)
George S. Murphy	​	62,000,000	​	62,000,000	​	70,400,000
Jarrod T. Streng	​	62,000,000	​	62,000,000	​	70,400,000

Severance and Change in Control Benefits

We have entered into employment agreements with each of our NEOs that provide for severance payments and benefits in the event the NEO's employment is terminated under specified conditions including death, disability, termination by the company without “cause,” or the NEO resigns for “good reason” ​(each as defined in the agreements). In addition, we have provided for certain equity acceleration benefits designed to assure the company of the continued employment and attention and dedication to duty of these key management employees and to seek to ensure the availability of their continued service, notwithstanding the possibility or occurrence of a change in control of the company and resultant employment termination. The severance payments and equity vesting benefits payable both in the event of, and independently from, a change in control are in amounts that we have determined are necessary to remain competitive in the marketplace for executive talent. See “Potential Payments Upon Termination or Change in Control” for additional information. The Business Combination will not constitute a change in control of Hillman Holdco for purposes of any compensatory arrangements with our executive officers or directors.

Employee Benefit Plans and Perquisites

Executives are eligible to participate in the same health and benefit plans generally available to all full-time employees, including health, dental, vision, term life, disability insurance, and supplemental long term disability insurance. In addition, the NEOs are eligible to participate in Hillman Holdco’s Defined Contribution Plan (401(k) Plan) and Nonqualified Deferred Compensation Plan, both described below.

Defined Contribution Plans

Our NEOs and most other full-time U.S. employees are covered under a 401(k) retirement savings plan (the “Defined Contribution Plan”) which permits employees to make tax-deferred contributions and provides for a matching contribution of 50% of each dollar contributed by the employee up to 6% of the employee’s compensation. In addition, the Defined Contribution Plan provides a discretionary annual contribution in amounts authorized by our board of directors, subject to the terms and conditions of the plan.

Nonqualified Deferred Compensation Plan

Our NEOs and certain other employees are eligible to participate in the Hillman Holdco Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan allows eligible employees to defer up to 25% of salary and commissions and up to 100% of bonuses. The Company contributes a matching contribution of 25% on the first $10,000 of employee deferrals, subject to a five-year vesting schedule.

Perquisites

Mr. Kraft, Mr. Fagundo, Mr. Murphy, and Mr. Streng are entitled to reimbursement for the reasonable expenses of leasing or buying a car up to $700, $700, $750, and $750, respectively, per month.

Miscellaneous

We have not historically imposed any equity or security ownership guidelines for executives, including the NEOs. Our compensation committee considers the accounting and tax treatment of particular forms of compensation awarded to NEOs as part of its overall review of compensation, but does not structure its compensation practices to comply with specific accounting or tax treatment.

Compensation Committee Report

The compensation committee of the Hillman Holdco board of directors has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with

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management. Based on this review and discussion, the compensation committee recommended to the Hillman Holdco board of directors that the Compensation Discussion and Analysis be included in this proxy statement/prospectus.

Respectfully submitted,
The Compensation Committee
Richard F. Zannino
Joseph M. Scharfenberger, Jr.
Douglas J. Cahill

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Summary Compensation Table

The following table sets forth compensation that our principal Chief Executive Officer (“CEO”), principal Chief Financial Officer (“CFO”), and each of the next three highest paid executive officers of the Company, or the NEOs, earned during the years ended December 26, 2020, December 28, 2019, and December 29, 2018 in each executive capacity in which each NEO served. Mr. Cahill served as both an officer and director (upon joining Hillman in July 2019) but did not receive any compensation from the Company with respect to his role as a director.

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan		All Other Compensation ($)(5)		Total
Douglas J. Cahill(6) President and Chief Executive Officer	​	2020	​	631,250	​	—	​	—	​	—	​	100,776	​	732,026
	​	2019	​	262,500	​	—	​	11,113,635	​	190,249	​	1,500	​	11,567,884
	​	2018	​	—	​	—	​	—	​	—	​	—	​	—
Robert O. Kraft Chief Financial Officer and Treasurer	​	2020	​	403,029	​	—	​	748,158	​	1,500,000	​	23,905	​	2,675,092
	​	2019	​	415,000	​	—	​	—	​	171,150	​	17,945	​	604,095
	​	2018	​	415,000	​	—	​	257,692	​	—	​	17,907	​	690,599
Randall J. Fagundo(7) Divisional President, Robotics and Digital Solutions	​	2020	​	322,380	​	​	​	748,158	​	1,020,008	​	21,198	​	2,111,744
	​	2019	​	306,462	​	—	​	—	​	104,225	​	60,684	​	471,371
	​	2018	​	110,000	​	116,250	​	216,461	​	—	​	33,000	​	475,711
George S. Murphy(8) Executive Vice President, Sales	​	2020	​	350,000	​	—	​	—	​	1,500,000	​	21,364	​	1,871,364
	​	2019	​	347,308	​	50,000	​	—	​	12,142	​	1,268,493	​	1,677,943
	​	2018	​	87,500	​	—	​	177,672	​	104,890	​	3,593	​	373,655
Jarrod T. Streng(8) Divisional President, Personal Protective Solutions & Corporate Marketing	​	2020	​	384,058	​	—	​	—	​	1,500,000	​	15,159	​	1,899,217
	​	2019	​	347,308	​	50,000	​	—	​	12,142	​	1,268,595	​	1,678,045
	​	2018	​	87,500	​	—	​	177,672	​	104,890	​	3,542	​	373,604

(1)

Represents base salary paid including any deferral of salary into the Defined Contribution Plan and the Deferred Compensation Plan. Base salary adjustments are dependent upon the executive performance for the prior year. Increases are effective on the anniversary of the last increase, plus or minus three months.

(2)

Represents discretionary bonus payouts paid based on the service of the executives during fiscal years 2019 and 2018 when annual bonus plan targets were not met. These discretionary bonuses are presented in the table in the year in which the bonuses were earned. The payments were made in the subsequent year.

(3)

The amount included in the “Option Awards” column represents the grant date fair value of options calculated in accordance with FASB ASC Topic 718. See Note 11 — Stock Based Compensation, to the accompanying Consolidated Financial Statements for details.

(4)

Represents earned bonus for services rendered in each year and paid in the subsequent year based on achievement of performance goals under the performance-based bonus arrangements. In 2020, this also includes payments made under the LTCI of $1,500,000 to each of Mr. Kraft, Mr. Murphy and Mr. Streng, and $1,020,008 to Mr. Fagundo. We have not yet determined the annual cash bonuses that will be payable to each of our NEOs for 2020. We expect that annual bonus amounts will be determined in the first quarter of 2021.

(5)

The amounts in this column consist of our matching contributions to the Defined Contribution Plan ($12,980 for Mr. Cahill, $13,005 for Mr. Kraft, $12,798 for Mr. Fagundo, $3,659 for Mr. Streng and $12,364 for Mr. Murphy), our matching contributions to the Deferred Compensation Plan ($2,500 for each of Messrs. Kraft and Streng), the car allowance for each NEO ($8,400 each for Messrs. Kraft and Fagundo and $9,000 each for Messrs. Streng and Murphy), and $87,769 in moving expenses for

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Mr. Cahill. During each of the fiscal years 2020, 2019 and 2018, there were no above market earnings in the Deferred Compensation Plan for any the NEOs.

(6)

Mr. Cahill was hired effective July 29, 2019 as Executive Chairman, Senior Executive Officer, and promoted to President and Chief Executive Officer effective September 16, 2019.

(7)

Mr. Fagundo was hired effective August 10, 2018.

(8)

Mr. Murphy and Mr. Streng were hired effective October 1, 2018.

Grants of Plan-Based Awards in Fiscal Year 2020

The following table summarizes the plan-based incentive awards we granted to our NEOs in 2020:

​

​

​

Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)

All Other Option Awards: Number of Securities Underlying Options (#)(3)

Exercise Price of Option Awards ($)

Grant Date Fair Value of Stock and Option Awards ($)(4)

Name

Grant Date

Minimum ($)

Target ($)

Maximum ($)

Douglas J. Cahill

​

4/22/2020

​

325,000

​

650,000

​

975,000

​

—

​

—

​

—

Robert O. Kraft

​

4/22/2020

​

124,500

​

249,000

​

373,500

​

—

​

—

​

—

​

​

7/30/2020

​

—

​

—

​

—

​

1,940

​

1,300.00

​

748,158

Randall J. Fagundo

​

4/22/2020

​

82,500

​

165,000

​

247,500

​

—

​

—

​

—

​

​

7/30/2020

​

—

​

—

​

—

​

1,970

​

1,300.00

​

748,158

George S. Murphy

​

4/22/2020

​

87,500

​

175,000

​

262,500

​

—

​

—

​

—

Jarrod T. Streng

​

4/22/2020

​

96,250

​

192,500

​

288,750

​

—

​

—

​

—

(1)

The amounts in this table granted on April 22, 2020, reflect the 2020 performance-based bonus awards that each NEO was eligible to receive pursuant to the terms of his employment agreement and the Company’s 2020 performance bonus plan. Each NEO’s overall target and maximum performance-based bonus for 2020 was determined as a percentage of base salary. See the description of Annual Performance Bonus in the Compensation Discussion and Analysis for a description of the specific performance components and more detail regarding the determination of actual 2020 annual performance bonus and Incentive Bonus payments.

(2)

Represents grants of options pursuant to the 2014 Equity Incentive Plan.

(3)

The amount included in this column represents the grant date fair value of options and restricted stock calculated in accordance with FASB ASC Topic 718. See Note 11 — Stock Based Compensation, to the accompanying Consolidated Financial Statements for details.

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Outstanding Equity Awards at 2020 Fiscal Year-End

The following table sets forth the number of unexercised options and unvested shares of restricted stock held by the NEOs at December 26, 2020.

​	Option Awards(1)
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Option (#)		Option Exercise Price ($)		Option Expiration Date
Douglas J. Cahill	​	8,333.25	​	24,999.75	​	—	​	1,400.00	​	7/29/2029
Robert O. Kraft	​	1,125.00	​	375.00	​	1,500	​	1,000.00	​	11/1/2027
​	​	312.50	​	312.50	​	625	​	1,200.00	​	8/30/2028
​	​	—	​	1,940.00	​	—	​	1,300.00	​	7/30/2030
Randall J. Fagundo	​	262.50	​	262.50	​	525	​	1,200.00	​	8/10/2028
​	​	—	​	1,940.00	​	—	​	1,300.00	​	7/30/2030
George S. Murphy	​	212.50	​	212.50	​	425	​	1,200.00	​	10/1/2028
Jarrod T. Streng	​	212.50	​	212.50	​	425	​	1,200.00	​	10/1/2028

(1)

All stock options reported in the table above are options to acquire Holdco common stock granted under the 2014 Equity Incentive Plan. Pursuant to each NEO’s stock option award agreement (other than options granted to Mr. Cahill in 2019 and options granted to Mr. Kraft and Mr. Fagundo in 2020), these options were divided into two equal vesting tranches. The first tranche is a time-based award which, beginning on the first anniversary of the grant date, vests 25% annually until fully vested on the fourth anniversary of the grant date, subject to the optionee’s continued employment on each such vesting date.

The second tranche of each stock option grant is performance-based. Subject to the optionee’s continuous employment through the consummation of a sale event, 100% of the performance-based options will vest if the CCMP stockholders receive proceeds resulting in a multiple on investment of at least 2.0. Options granted to Mr. Cahill in 2019 and options granted to Mr. Kraft and Mr. Fagundo in 2020 do not contain the performance based vesting criteria and vest solely on the time-based schedule described above.

Option Exercises and Stock Vested During Fiscal Year 2020

No NEO exercised any stock options during the year ended December 26, 2020. There were no other stock-based awards eligible for vesting during fiscal year 2020.

Nonqualified Deferred Compensation for Fiscal Year 2020

The following table sets forth activity in the Deferred Compensation Plan for the NEOs for the year ended December 26, 2020:

Name	Executive Contributions ($)(1)		Company Matching Contributions ($)(2)		Aggregate Earnings ($)(3)		Aggregate Withdrawal/​ Distributions ($)		Aggregate Balance at 12/26/2020 ($)(4)
Douglas J. Cahill	​	—	​	—	​	—	​	—	​	—
Robert O. Kraft	​	12,091	​	2,500	​	7,086	​	—	​	51,354
Randall J. Fagundo	​	—	​	—	​	—	​	—	​	—
George S. Murphy	​	—	​	—	​	—	​	—	​	—
Jarrod T. Streng	​	11,514	​	2,500	​	2,646	​	—	​	16,603

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(1)

The amounts in this column represent the deferral of base salary and annual performance bonuses. These amounts are also included in the Summary Compensation Table in the Salary or Non-Equity Incentive Plan Compensation columns, as appropriate.

(2)

The amounts in this column are also included in the Summary Compensation Table in the All Other Compensation column.

(3)

Earnings in the Deferred Compensation Plan were not at a level required to be included in the Summary Compensation Table.

(4)

Amounts reported in this column for each NEO include amounts previously reported in the company’s Summary Compensation Table in previous years when earned if that officer’s compensation was required to be disclosed in a previous year. Amounts previously reported in such years include previously earned, but deferred, salary and bonus and company matching contributions. This total reflects the cumulative value of each NEO’s deferrals, matching contributions, and investment experience.

All of our executives, including each of our NEOs, are eligible to participate in the Deferred Compensation Plan. The Deferred Compensation Plan allows eligible employees to defer up to 25% of salary and commissions and up to 100% of bonuses. A separate account is maintained for each participant in the Deferred Compensation Plan, reflecting hypothetical contributions, earnings, expenses, and gains or losses. The plan is “unfunded” for tax purposes — those are notional accounts and not held in trust. We contribute a matching contribution of 25% on the first $10,000 of salary and bonus deferrals. Participants in the Deferred Compensation Plan can choose to invest amounts deferred and the matching company contributions in a variety of mutual fund investments, consisting of bonds, stocks, and short-term investments as well as blended funds. The available investment choices are the same as the primary investment choices available under the Defined Contribution Plan. The account balances are thus subject to investment returns and will change over time depending on market performance. A participant is entitled to receive his or her account balance upon termination of employment or the date or dates selected by the participant on his or her enrollment forms. If a participant dies or experiences a total and permanent disability before terminating employment and before commencement of payments, the entire value of the participant’s account shall be paid at the time selected by the participant in his or her enrollment forms.

Potential Payments Upon Termination or Change in Control

Severance Payments and Benefits under Employment Agreements

We have an employment agreement with each NEO that provides for specified payments and benefits in connection with certain terminations of employment.

No severance payments or benefits are payable in the event of a termination for cause or resignation without good reason (each as defined below). Additional severance payments and benefits for each NEO are described below.

For all NEOs, severance payments and benefits are conditioned upon the execution by the executive of a release of claims against the Company and his continued compliance with the restrictive covenants contained in the employment agreement and/or stock option award agreement. The employment agreements and/or stock option award agreements require the executive not to disclose at any time confidential information of the company or of any third party to which the company has a duty of confidentiality and to assign to the company all intellectual property developed during employment. Pursuant to their employment agreements and/or stock option award agreements, the executives are also required (i) during employment and for one year thereafter not to compete with the company and (ii) during employment and for two years thereafter not to solicit the employees, customers, or business relations of the company or make disparaging statements about the company.

Douglas J. Cahill

For Mr. Cahill, in the event of termination of employment by the company without cause or resignation by Mr. Cahill with good reason, Mr. Cahill would be entitled to continued payments of base salary and his target bonus for a period of one year following termination.

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Robert O. Kraft

For Mr. Kraft, in the event of termination of employment by the company without cause or resignation by Mr. Kraft with good reason, Mr. Kraft would be entitled to (i) continued payments of base salary for a period of one year following termination and (ii) a proportionate portion of his annual bonus for the year in which the termination occurs, payable when bonus payments for such year are made to other senior executives.

Randall J. Fagundo

For Mr. Fagundo, in the event of termination of employment by the company without cause or resignation by Mr. Fagundo with good reason, Mr. Fagundo would be entitled to continued payments of base salary and target bonus for a period of one year following termination.

George S. Murphy

For Mr. Murphy, in the event of termination of employment by the company without cause or resignation by Mr. Murphy with good reason, Mr. Murphy would be entitled to (i) continued payments of base salary for a period of one year following termination, (ii) the annual bonus earned in the year prior to his termination, but not yet paid, and (iii) a proportionate portion of his annual bonus for the year in which the termination occurs, payable when bonus payments for such year are made to other senior executives.

Jarrod T. Streng

For Mr. Streng, in the event of termination of employment by the company without cause or resignation by Mr. Streng with good reason, Mr. Streng would be entitled to (i) continued payments of base salary for a period of one year following termination, (ii) the annual bonus earned in the year prior to his termination, but not yet paid, and (iii) a proportionate portion of his annual bonus for the year in which the termination occurs, payable when bonus payments for such year are made to other senior executives.

“Good reason” is defined generally as (i) any material diminution in the executive’s position, authority, or duties, (ii) the company reassigning the executive to work at a location that is more than 75 miles from the executive’s current work location, (iii) any amendment to the company’s bylaws which results in a material and adverse change to the officer and director indemnification provisions contained therein, or (iv) a material breach of the compensation, benefits, term, and severance provisions of the employment agreement by the company which is not cured within ten days following written notice from the executive. We have a ten-day period to cure all circumstances otherwise constituting good reason.

Option Vesting

All time-based options, other than the options granted in 2021, held by the NEOs will vest upon the occurrence of a change in control subject to the optionee’s continued employment through the consummation of such change in control.

Provided that the consummation of a change in control occurs during the optionee’s continued employment or on or before the first anniversary of the optionee’s termination, 100% of the performance-based options, other than the options granted in 2021, will vest if the CCMP stockholders receive proceeds resulting in a multiple on investment of at least 2.0.

The Business Combination will not constitute a change in control under the 2014 Equity Incentive Plan, or with respect to any awards or agreements thereunder, and the Business Combination will not result in the acceleration or vesting of any equity awards held by any of our NEOs. Under the 2014 Equity Incentive Plan, our compensation committee is permitted to, and may in connection with the Business Combination, make certain adjustments to outstanding equity awards, including equitable adjustments to the vesting terms applicable to performance-based options.

Estimated Payments Upon Termination of Employment or Change in Control

As required by SEC rules, the table below shows the severance payments and benefits that each of our NEOs would receive upon (1) death, disability, or non-renewal by executive, (2) termination without cause,

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resignation with good reason, or non-renewal by the company, (3) termination without cause, resignation with good reason, or non-renewal by the company within 90 days of a change in control or (4) a change in control, regardless of termination. The amounts are calculated as if the termination of employment (and change in control, where applicable) occurred on December 26, 2020. For purposes of the table, the cost of continuing health care, life, and disability insurance coverage is based on the current company cost for the level of such coverage elected by the executive.

Name	Death, Disability, or non-renewal by Executive ($)		Termination without cause, resignation with good reason, or non-renewal by the Company ($)		Termination without cause, resignation with good reason, or non-renewal by the Company within 90 days of a change in control ($)		Change in Control (regardless of termination)(1)
Douglas J. Cahill	​	—	​	1,300,000	​	1,300,000	​	8,237,584
Robert O. Kraft	​	—	​	739,173	​	739,173	​	3,173,735
Randall S. Fagundo	​	—	​	495,000	​	495,000	​	1,142,919
George S. Murphy	​	—	​	587,738	​	587,738	​	380,061
Jarrod T. Streng	​	—	​	646,511	​	646,511	​	380,061

(1)

Represents the cash-out value of unvested options as of December 26, 2020, which we have estimated based on the fair market value of Hillman Holdco common stock on such date as established by the Merger Agreement ($1,647.13), less the applicable exercise price, and assuming that the applicable performance targets were achieved and the options vested in full upon a “change in control” that occurred on the same date. As noted above, the Business Combination will not constitute a change in control under the 2014 Equity Incentive Plan or otherwise trigger such acceleration entitlements. Note that, in the absence of an actual change in control transaction, it is not possible to determine whether the thresholds would actually be met.

Pay Ratio Disclosure

The following information is a reasonable estimate of the annual total compensation of our employees as relates to the 2020 total compensation of our CEO. Based on the methodology described below, our CEO’s 2020 total compensation was approximately 37 times that of our median employee.

We identified the median employee using our employee population as of December 26, 2020, which included all 3,780 global full-time, part-time, temporary, and seasonal employees employed on that date. We applied an exchange rate as of December 26, 2020 to convert all international currencies into U.S. Dollars.

A variety of pay elements comprise the total compensation of our employees. This includes annual base salary, equity awards, annual cash incentive payments based on company performance, sales or commission incentives, and various field bonuses. The incentive awards an employee is eligible for is based on his or her pay grade and reporting level, and are consistently applied across the organization. Cash incentives, rather than equity, are the primary vehicle of incentive compensation for most of our employees throughout the organization. While all employees earn a base salary, not all receive such cash incentive payments. Furthermore, less than 1% of our employees receive equity awards. Consequently, for purposes of applying a consistently-applied compensation metric for determining our median employee, we selected annual base salary as the sole, and most appropriate, compensation element for determining the median employee. We used the annual base salary of our employees as reflected on our human resources systems on December 26, 2020, excluding that of our CEO, in preparing our data set.

Using this methodology, we determined that the median employee was a full-time service representative located in the United States with total annual compensation of $42,637, which includes base pay, overtime pay, bonus pay, car allowance, and 401(k) match. With respect to the 2020 total compensation of our CEO, we used the amount reported in the “Total” column of our 2020 Summary Compensation Table included in this filing, $1,578,261. Accordingly, our CEO to Employee Pay Ratio is 37:1. The pay ratio disclosed is a reasonable estimate calculated in a manner consistent with the applicable SEC disclosure rules.

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Post-Business Combination Company Executive Compensation

Following the Closing, New Hillman intends to develop an executive compensation program that is designed to align compensation with New Hillman’s business objectives and the creation of stockholder value, while enabling New Hillman to attract, motivate and retain individuals who contribute to the long-term success of New Hillman. Decisions on the executive compensation program will be made by the compensation committee of the board of directors. In connection with the Business Combination, the compensation committee retained Pearl Meyer & Partners, LLC, an independent executive compensation consultant, to advise on New Hillman’s executive compensation program. For more information regarding the anticipated compensation of New Hillman’s named executive officers, see the section of this proxy statement/prospectus entitled “New Hillman Management After the Business Combination — Compensation of Directors and Executive Officers” above.

Employment Agreements Following the Business Combination

As of the date of this proxy statement/prospectus, none of our named executive officers have entered into any agreement, arrangement or understanding with Landcadia, New Hillman or their affiliates regarding employment following the consummation of the Business Combination. It is possible that Landcadia may enter into employment or consultancy, compensation, severance or other employee or consultant benefits arrangements with our named executive officers and certain other key employees in the future, but there can be no assurance that any parties will reach any such agreement.

Change in Control Payments Related to the Business Combination

As noted above, the Business Combination will not constitute a “change in control” of Hillman Holdco under the 2014 Equity Incentive Plan or for purposes of any accelerated vesting provisions of equity awards granted to our named executive officers thereunder. As of the date of this proxy statement/​prospectus, none of our named executive officers are entitled to receive any compensation, whether present, deferred or contingent, that is based on or otherwise relates to the Business Combination.

Director Compensation for Fiscal Year 2020

The following table sets forth compensation earned by each of our non-employee directors for their service during the year ended December 26, 2020.

Name	Fees Earned or Paid in Cash ($)		Total ($)
Max W. Hillman, Jr.(2)(5)	​	60,000	​	60,000
Aaron P. Jagdfeld(3)(5)	​	75,000	​	75,000
David A. Owens(2)(5)	​	60,000	​	60,000
Kristin S. Steen(1)	​	​	​	​
Joseph M. Scharfenberger, Jr.(1)	​	—	​	—
Tyler J. Wolfram(4)	​	—	​	—
Philip K. Woodlief(3)(5)	​	75,000	​	75,000
Richard F. Zannino(1)	​	—	​	—
Kevin M. Mailender(4)	​	—	​	—

(1)

Mr. Scharfenberger, Mr. Zannino, and Ms. Steen are each employed and compensated by CCMP and were not compensated for their services on the board during the year ended December 26, 2020.

(2)

For their service in 2020, Mr. Hillman and Mr. Owens each received an annual board fee of $60,000.

(3)

For their service in 2020, Mr. Jagdfeld and Mr. Woodlief each received an annual board fee of $60,000 and an annual audit committee fee of $15,000.

(4)

During the year ended December 26, 2020, Mr. Wolfram and Mr. Mailender were employed and

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compensated by Oak Hill Capital Management, LLC and were not compensated for their services on the board. On December 31, 2020, Mr. Mailender ceased to be employed by Oak Hill Capital Management, LLC and no longer serves on our board of directors.

(5)

As of December 26, 2020, each of Messrs. Hillman, Jadgfeld, Owens, and Woodlief held stock options in respect of 300 shares of our common stock.

Directors do not receive any perquisites or other personal benefits from the Company. Messrs. Hillman, Owens, Jagdfeld and Woodlief are eligible but have not elected to participate in our Deferred Compensation Plan. None of our directors received any stock options or other equity-based awards in 2020.

Post Business Combination Company Director Compensation

In connection with the consummation of the Business Combination, New Hillman intends to adopt a new non-employee director compensation policy designed to enable the company to attract and retain, on a long-term basis, highly qualified non-employee directors. For more information regarding the anticipated compensation of New Hillman’s directors, see the section of this proxy statement/prospectus entitled “New Hillman Management After the Business Combination — Compensation of Directors and Executive Officers” above.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Landcadia

Purchase of Founder Shares and Private Placement Warrants

On March 13, 2018, JFG Sponsor, through a subsidiary, purchased a 100% of the membership interest in Landcadia for $1,000. On August 24, 2020, TJF Sponsor purchased a 51.7% membership interest in Landcadia for $1,070. Simultaneously Landcadia converted from a limited liability company to a corporation and issued stock in lieu of membership rights to its members. The Sponsors were issued a total of 11,500,000 Class B shares based on their proportional interests in Landcadia. Further, on September 16, 2020, Landcadia conducted a 1:1.25 stock split of the founder shares so that a total of 14,375,000 founder shares were issued and outstanding. Subsequently on November 22, 2020 the Sponsors forfeited an aggregate of 1,875,000 shares of Class B common stock because the underwriters did not exercise their over-allotment option. As of the date of this prospectus, TJF Sponsor owns 6,462,500 founder shares and JFG Sponsor owns 6,037,500 founder shares.

Landcadia’s Sponsors purchased an aggregate of 8,000,000 private placement warrants in connection with Landcadia’s initial public offering, at a price of $1.50 per warrant, or $12,000,000 in the aggregate. Each private placement warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Business Combination. As of the date of this prospectus, TJF Sponsor owns 4,000,000 private placement warrants and JFG Sponsor owns 4,000,000 private placement warrants.

Administrative Services Agreement

Landcadia’s executive offices at 1510 West Loop South, Houston, Texas 77027 are provided by TJF Sponsor. Commencing upon consummation of its initial public offering, Landcadia reimburses FEI, an affiliate of TJF Sponsor, for office space, secretarial and administrative services provided to members of our management team in an amount not to exceed $20,000 per month. Upon completion of Landcadia’s initial business combination or liquidation, it will cease paying these monthly fees.

Financial, Capital Markets and Other Advisory Fees

Jefferies, as the underwriter of our IPO is entitled to receive $17.5 million of deferred underwriting commission. We have agreed to pay placement agent fees and capital markets advisory fees to Jefferies, an affiliate of JFG Sponsor, of $8.4 million and $13.5 million, respectively, upon the Closing.

Additionally, Jefferies has been engaged by Hillman Holdco to help it review strategic alternatives, including a sale of control of Hillman. Jefferies expects to receive M&A Advisory fees and financing fees in the amount of $6.8 million and $18.6 million, respectively from Hillman, upon the Closing. In addition, Jefferies Finance, a subsidiary of JFG Sponsor, serves as administrative agent and collateral agent on Hillman Holdco's existing senior credit facilities that are expected to be refinanced in connection with the Closing. Furthermore, Jefferies Finance is expected to be joint lead arranger, joint lead bookrunner and one of the lenders, and sole administrative agent and sole collateral agent, in New Hillman's first lien term loan facility that is being entered into in connection with the Closing and expects to receive up to $22.7 million in fees in connection with such role.

Related Party Reimbursements and Loans

Landcadia’s officers and directors are entitled to reimbursement for any out-of-pocket expenses incurred in connection with activities on Landcadia’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Landcadia’s audit committee reviews on a quarterly basis all payments that were made to our Sponsor, Landcadia’s officers, directors or its or their affiliates.

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In addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsors or an affiliate of one of our Sponsors or certain of its officers and directors may, but are not obligated to, loan Landcadia funds as may be required on a non-interest basis. If Landcadia completes the Business Combination, it would repay such loaned amounts. In the event that the Business Combination does not close, Landcadia may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from its Trust Account would be used for such repayment. The warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

Registration Rights

The holders of the founder shares, private placement warrants, shares of Company Class A common stock issuable upon conversion of the founder shares, private placement warrants or working capital loans are entitled to registration rights under the Company’s existing registration rights agreement (the “Existing Registration Rights Agreement”). In connection with the closing, these holders will amend and restate the Existing Registration Rights Agreement to provide that Landcadia will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New Hillman common stock and other equity securities of Landcadia that are held by the parties thereto from time to time.

Landcadia’s Policy for Approval of Related Party Transactions

The audit committee of Landcadia’s Board has adopted a policy setting forth the policies and procedures for its review and approval or ratification of  “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which Landcadia was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) $120,000 in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy include: (i) Landcadia’s directors, nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of any class of Landcadia’s voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who may be a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes Landcadia’s code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of Landcadia and its shareholders, and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, Landcadia may consummate related party transactions only if its audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

Hillman Holdco

Management Agreement

Hillman entered into an advisory services and management agreement (the “Management Agreement”) with CCMP Capital Advisors, LP (“CCMP”) and Oak Hill Capital Management, LLC. (“Oak Hill”). In connection with the Management Agreement, among other things, Hillman is obligated to pay CCMP and Oak Hill an annual non-refundable periodic retainer fee in an aggregate amount equal to $500,000 per annum, paid to CCMP and Oak Hill pro rata. The fee is to be paid in equal installments quarterly in advance on the first business day of each calendar quarter. Hillman has recorded aggregate management fee charges and expenses from CCMP and Oak Hill of approximately $0.6 million for each of the years ended December 28,

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2019 and December 29, 2018 and $0.5 million for the year ended December 30, 2017. The Management Agreement will be terminated at the Closing.

Stockholders’ Agreement

Hillman Holdco entered into a Stockholders’ Agreement with affiliates of CCMP and Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P. and OHCP III HC RO, L.P. (collectively “the Oak Hill Funds”). The Stockholders’ Agreement, among other things, provides the terms for the constituency of directors. Pursuant to the terms of the Stockholders’ Agreement, the directors comprising the Board shall consist of directors designated by CCMP, but shall also include the current Chief Executive Officer of Hillman Holdco and up to two (2) directors designated by the Oak Hill Funds, subject to the Oak Hill Funds meeting certain requirements described below. The current slate of directors as of the date of this proxy statement/prospectus is as follows: Douglas J. Cahill, Joseph M. Scharfenberger, Jr., Max W. Hillman, Jr., Kristin S. Steen, Aaron Jagfeld, Tyler J. Wolfram, Philip W. Woodlief, David A. Owens, Richard F. Zannino.

The Oak Hill Funds’ right to appoint directors is subject to continued ownership of Hillman shares. For so long as the Oak Hill Funds hold (a) at least 9.2% of Hillman’s common stock and (b) the Oak Hill Funds continue to own 50% of the shares of common stock that the Oak Hill Funds owned immediately following the closing referenced in the Stockholder’s Agreement, they have the right to appoint two (2) directors. For so long as the Oak Hill Funds hold (a) at least 4.6% of Hillman’s common stock and (b) the Oak Hill Funds continue to own 50% of the shares of common stock that the Oak Hill Funds owned immediately following the closing referenced in the Stockholder’s Agreement, they have the right to appoint one (1) director. The Stockholders’ Agreement will be terminated at the Closing.

Sale of Hillman Holdco Stock and Dividends

Hillman recorded proceeds from the sale of Hillman Holdco stock to members of management and the Board of Directors of $0.8 million for the year ended December 28, 2019 and $0.5 million for the year ended December 30, 2017. No such sales were recorded in the year ended December 29, 2018.

In the year ended December 29, 2018, Hillman paid a dividend of approximately $3.8 million to Hillman Holdco in connection with the repurchase of 4,200 shares of Hillman Holdco stock from former members of management. No dividends were paid in fiscal 2019 or fiscal 2017.

Affiliate Leases

Gregory Mann and Gabrielle Mann are employed by Hillman. Hillman leases an industrial warehouse and office facility from companies under the control of the Manns. Hillman has recorded rental expense for the lease of this facility on an arm’s length basis. Hillman’s rental expense for the lease of this facility was $0.4 million for each of the years ended December 28, 2019, December 29, 2018, and December 30, 2017.

During 2019, 2018 and 2017, Hillman had three leases for five properties containing industrial warehouse, manufacturing plant, and office facilities in Canada. The owners of the properties under one lease are relatives of Richard Paulin, who was employed by The Hillman Group Canada ULC until his retirement effective April 30, 2017, and the owner of the properties under the other two leases is a company which is owned by Richard Paulin and certain of his relatives. Hillman has recorded rental expense for the three leases on an arm’s length basis. Rental expense for these facilities was $0.6 million for the years ended December 28, 2019, and December 29, 2018 and $0.7 million for the year ended December 30, 2017.

Douglas J. Cahill is currently Hillman’s President and CEO and is also a former Managing Director of CCMP. CCMP’s private equity fund, CCMP Capital Investors III, L.P. (“CCMP III”), together with its related fund vehicles, owns approximately 80.4% of Holdco’s outstanding common stock as of December 28, 2019. Mr. Cahill has retained a carried interest in CCMP III, and the fair value of this carried interest, which is based on the overall performance of CCMP III, is contingent on several factors. As of December 28, 2019, the fair value of the carried interest is not estimable in accordance with ASC 405 — Contingencies.

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Registration Rights Agreement

At the Closing, New Hillman, the Sponsors, CCMP and the Oak Hill Funds intend to enter into the A&R Registration Rights Agreement, pursuant to which, among other things, the parties to the A&R Registration Rights Agreement will agree will agree not to effect any sale or distribution of any equity securities of New Hillman held by any of them during the lock-up period described therein and will be granted certain registration rights with respect to their respective shares of New Hillman common stock, in each case, on the terms and subject to the conditions therein.

Indemnification Agreements with Officers and Directors and Directors and Officers’ Liability Insurance

In connection with the Business Combination, New Hillman will enter into indemnification agreements with each of the New Hillman’s executive officers and directors. The indemnification agreements, New Hillman’s restated certificate of incorporation and its bylaws to be in effective upon completion of the Business Combination, will require that New Hillman indemnify its directors to the fullest extent permitted by Delaware law. Subject to certain limitations, the restated certificate of incorporation will also require New Hillman to advance expenses incurred by its directors in defending or otherwise participating in any such proceeding in advance of its final disposition. New Hillman will also maintain a general liability insurance policy, which covers certain liabilities of its directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

LEGAL MATTERS

White & Case LLP will pass upon the validity of the New Hillman common stock issued in connection with the Business Combination and certain other legal matters related to this proxy statement/ prospectus.

EXPERTS

The financial statements of Landcadia Holdings III, Inc., as of December 31, 2019, for the year ended December 31, 2019 and for the period from March 13, 2018 (inception) through December 31, 2018 included in this proxy statement/ prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of Landcadia Holdings III, Inc. to continue as a going concern as described in Note 1 to the financials statements), appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of HMAN Group Holdings, Inc. as of December 28, 2019 and December 29, 2018, and for each of the years in the three-year period ended December 28, 2019, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report covering the December 28, 2019 consolidated financial statements refers to a change in the methods of accounting for leases and revenue recognition.

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DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Pursuant to the rules of the SEC, Landcadia and services that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the proxy statement/prospectus. Upon written or oral request, Landcadia will deliver a separate copy of the proxy statement/prospectus to any stockholder at a shared address to which a single copy of the proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of the proxy statement/prospectus may likewise request that Landcadia deliver single copies of the proxy statement/prospectus in the future. Stockholders may notify Landcadia of their requests by calling or writing Landcadia at its principal executive offices 1510 West Loop South, Houston, Texas 77027, (713) 850-1010.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of certain material U.S. federal income tax considerations of the Business Combination for (1) U.S. holders and Non-U.S. holders (each as defined below, and together, “holders”) of shares of Landcadia Class A common stock (i) that hold New Hillman Class A common stock following the adoption of the Proposed Charter in connection with the Business Combination or (ii) that elect to have their Landcadia Class A common stock redeemed for cash if the Business Combination is completed and (2) holders of Hillman Holdco common stock. This discussion applies only to Landcadia Class A common stock and Hillman Holdco common stock, as applicable, that are held as a “capital asset” for U.S. federal income tax purposes (generally, property held for investment). This discussion is limited to U.S. federal income tax considerations, and does not address considerations arising under any U.S. federal non-income tax laws or the tax laws of any state, local or non-U.S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, including the Medicare tax on certain investment income and the different consequences that may apply if you are subject to special rules under U.S. federal income tax law that apply to certain types of investors, such as:

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banks, financial institutions or financial services entities;

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broker-dealers;

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governments or agencies or instrumentalities thereof;

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persons that directly, indirectly or constructively own 5% or more (by vote or value) of Landcadia Class A common stock or Hillman Holdco common stock;

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persons that acquired Landcadia Class A common stock or Hillman Holdco common stock pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

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insurance companies;

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dealers or traders in securities subject to a mark-to-market method of accounting with respect to shares of Landcadia Class A common stock or Hillman Holdco common stock;

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persons holding Landcadia Class A common stock or Hillman Holdco common stock as part of a “straddle,” constructive sale, hedge, wash sale, conversion or other integrated transaction or similar transaction;

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U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

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U.S. expatriates or former long-term residents of the United States;

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regulated investment companies (RICs) or real estate investment trusts (REITs);

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persons subject to the alternative minimum tax provisions of the Code;

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partnerships (or entities or arrangements classified as partnerships or other pass-through entities for U.S. federal income tax purposes) and any beneficial owners of such entities;

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“specified foreign corporations” ​(including “controlled foreign corporations”), “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax; and

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tax-exempt entities.

If you are a partnership (including an entity or arrangement classified as a partnership or other pass-through entity) for U.S. federal income tax purposes, the U.S. federal income tax treatment of your partners (or other owners) generally will depend on the status of the partners (or other owners) and your activities. If you are a partner (or other owner) in such an entity holding shares of Landcadia Class A common stock or Hillman Holdco common stock, you are urged to consult your tax advisor regarding the tax consequences of the Business Combination.

This discussion is based on the Code and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of the date hereof, all of which are subject to change,

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possibly on a retroactive basis, and changes to any of which subsequent to the date of this proxy statement/​prospectus may affect the tax consequences described herein. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes (such as gift and estate taxes).

We have not sought, and do not expect to seek, a ruling from the U.S. Internal Revenue Service (the “IRS”) as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

You are urged to consult your tax advisor with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction.

Tax Consequences of the Merger to Holders of Hillman Holdco Common Stock

Tax Consequences if the Merger Qualifies as a Reorganization Within the Meaning of Section 368(a) of the Code

The parties intend for the merger contemplated by the Merger Agreement to be treated as a “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code. The obligations of Hillman Holdco, Landcadia and the Merger Sub to complete the merger are not conditioned on the receipt of opinions from Ropes & Gray LLP or White & Case LLP to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the merger will occur even if it does not so qualify. Neither Hillman Holdco nor Landcadia has requested, and neither intends to request, a ruling from the IRS as to the U.S. federal income tax consequences of the merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below. Accordingly, each holder of Hillman Holdco common stock is urged to consult its tax advisor with respect to the particular tax consequence of the merger to such holder.

If the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, each holder of Hillman Holdco common stock generally will not recognize gain or loss upon exchanging its Hillman Holdco common stock for New Hillman common stock. The tax basis of New Hillman common stock received by a holder of Hillman Holdco common stock will be the same as the tax basis of the Hillman Holdco common stock surrendered in exchange for New Hillman common stock. Such aggregate adjusted tax basis will be allocated to New Hillman common stock received by the holder. The holder’s holding period for the shares of New Hillman common stock that it receives pursuant to the merger will include its holding period for the shares of Hillman Holdco common stock it surrenders.

If a holder acquired different blocks of Hillman Holdco common stock at different times or different prices, it is urged to consult its tax advisor regarding the impact of such matters in its specific circumstances.

Tax Consequences if the Merger Fails to Qualify as a Reorganization Within the Meaning of Section 368(a) of the Code

If the merger contemplated by the Merger Agreement does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then, for U.S. federal income tax purposes, a holder holding Hillman Holdco common stock generally would be treated as selling its Hillman Holdco common stock in exchange for New Hillman common stock in a taxable transaction.

A U.S. holder (as defined below) who receives the merger consideration pursuant to the merger would generally recognize capital gain or loss equal to the difference, if any, between (i) the sum of the fair market values of New Hillman common stock received, as determined for U.S. federal income tax purposes and (ii) such U.S. holder’s adjusted tax basis in Hillman Holdco common stock surrendered. Such gain or loss generally will be long-term capital gain or loss, provided the U.S. holder’s holding period for Hillman Holdco common stock surrendered in the merger exceeds one year as of the closing date. Long-term capital gain

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of certain non-corporate holders (including individuals) is currently eligible for U.S. federal income taxation at preferential rates (currently at a maximum rate of 20%). The deductibility of capital losses is subject to limitations under the Code. U.S. holders that realize a loss should consult their tax advisors regarding the allowance of this loss.

The tax consequences to a Non-U.S. holder (as defined below) if the merger is treated as a taxable sale of Hillman Holdco common stock by the Non-U.S. holder generally will be the same as described below under the section entitled “— Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Landcadia Class A Common Stock” with respect to Hillman Holdco common stock sold. The Merger Agreement obligates Hillman Holdco to deliver a certificate to Landcadia on the closing date that as of the date on the certificate Hillman Holdco is not a United States real property holding corporation.

A holder’s initial tax basis in New Hillman common stock received in the merger will equal the fair market value of such stock upon receipt, and the holding period for such stock will begin on the day following the closing date of the merger.

Adoption of the Proposed Charter

Holders of Landcadia Class A common stock are not expected to recognize any gain or loss under U.S. federal income tax laws as a result of the adoption of the Proposed Charter in connection with the Business Combination. It is expected that each such holder would have the same basis in its New Hillman common stock after the adoption of the Proposed Charter as that holder has in the corresponding Landcadia Class A common stock immediately prior to the adoption of the Proposed Charter and such holder’s holding period in the New Hillman common stock would include the holder’s holding period in the corresponding Landcadia Class A common stock. Although the matter is not entirely clear, these consequences to the holders assume, and we intend to take the position, that the adoption of the Proposed Charter does not result in an exchange by the holders of Landcadia Class A common stock for New Hillman common stock for U.S. federal income tax purposes. If contrary to this characterization, the adoption of the Proposed Charter does result in an exchange, it is expected that such exchange would be treated as a recapitalization for U.S. federal income tax purposes. The consequences to holders of a recapitalization could be different than those discussed above. Each holder should consult its own tax advisor regarding the U.S. federal income tax consequences to it of the adoption of the Proposed Charter in connection with the Business Combination.

The remainder of this discussion assumes that the adoption of the Proposed Charter will not result in an exchange for U.S. federal income tax purposes.

Redemption of Landcadia Class A Common Stock

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE REDEMPTION OF OUR CLASS A COMMON STOCK. EACH INVESTOR IN OUR CLASS A COMMON STOCK IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE REDEMPTION OF OUR CLASS A COMMON STOCK, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL NON-INCOME, STATE, LOCAL, AND NON-U.S. TAX LAWS.

If a holder’s shares of Landcadia Class A common stock are redeemed pursuant to the redemption provisions described in this proxy statement/prospectus under the section entitled “The Special Meeting — Redemption Rights,” the treatment of the redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale, taxable exchange or other taxable disposition (a “sale”) of Landcadia Class A common stock under Section 302 of the Code. If the redemption qualifies as a sale of shares of Class A common stock, a U.S. holder (as defined below) will be treated as described below under the section entitled “U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Landcadia Class A Common Stock,” and a Non-U.S. holder (as defined below) will be treated as described under the section entitled “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Landcadia Class A Common Stock.” If the redemption does not qualify as a sale of shares of Landcadia Class A common stock, a holder will be treated as receiving a corporate distribution, with the tax

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consequences to a U.S. holder described below under the section entitled “U.S. Holders — Taxation of Distributions,” or the tax consequences to a Non-U.S. holder described below under the section entitled “Non-U.S. Holders — Taxation of Distributions.”

Whether a redemption of shares of Landcadia Class A common stock qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by the redeemed holder before and after the redemption (including any stock constructively owned by the holder as described in the following paragraph) relative to all of our shares outstanding both before and after the redemption. The redemption of Landcadia Class A common stock generally will be treated as a sale of Landcadia Class A common stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the holder, (ii) results in a “complete termination” of the holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the holder. These tests are explained more fully below.

In determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a holder takes into account not only shares of our stock actually owned by the holder, but also shares of our stock that are constructively owned by it under certain attribution rules set forth in the Code. A holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the holder has an interest or that have an interest in such holder, as well as any stock that the holder has a right to acquire by exercise of an option, which would generally include Landcadia Class A common stock that could be acquired pursuant to the exercise of the private placement warrants or the public warrants. Moreover, any of our stock that a holder directly or constructively acquires pursuant to the Business Combination generally should be included in determining the U.S. federal income tax treatment of the redemption.

In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the holder immediately following the redemption of shares of Landcadia Class A common stock must, among other requirements, be less than 80% of the percentage of our outstanding voting stock actually and constructively owned by the holder immediately before the redemption (taking into account both redemptions by other holders of Landcadia Class A common stock and any Landcadia Class A common stock to be issued pursuant to the Business Combination). There will be a complete termination of a holder’s interest if either (i) all of the shares of our stock actually and constructively owned by the holder are redeemed or (ii) all of the shares of our stock actually owned by the holder are redeemed and the holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the holder does not constructively own any other shares of our stock (including any stock constructively owned by the U.S. holder as a result of owning warrants). The redemption of Landcadia Class A common stock will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests is satisfied, then the redemption of shares of Landcadia Class A common stock will be treated as a corporate distribution to the redeemed holder, with the tax effects to U.S. holders as described below under the section entitled “U.S. Holders — Taxation of Distributions,” and the tax effects to Non-U.S. holders as described below under the section entitled “Non-U.S. Holders — Taxation of Distributions.” After the application of those rules, any remaining tax basis of the holder in the redeemed Landcadia Class A common stock will be added to the holder’s adjusted tax basis in its remaining stock, or, if it has none, to the holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.

A holder should consult with its own tax advisors as to the tax consequences of a redemption.

U.S. Holders

This section applies to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of shares of Landcadia Class A common stock who or that is, for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” ​(within the meaning of the Code) have the authority to control all substantial decisions of the trust or (ii) the trust validly elected to be treated as a United States person for U.S. federal income tax purposes.

Taxation of Distributions.   If our redemption of a U.S. holder’s shares of Landcadia Class A common stock is treated as a distribution, as discussed above under the section entitled “Redemption of Landcadia Class A Common Stock,” the amount of cash received in the redemption generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in Landcadia Class A common stock. Any remaining excess will be treated as gain realized on the sale of the Landcadia Class A common stock and will be treated as described below under the section entitled “U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock.”

Dividends we pay to a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder may constitute “qualified dividend income” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with respect to the Landcadia Class A common stock described in this proxy statement/prospectus may prevent a U.S. holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be. If the holding period requirements are not satisfied, then a corporation may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount, and non-corporate U.S. holders may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Landcadia Class A Common Stock.   If our redemption of a U.S. holder’s shares of Landcadia Class A common stock is treated as a sale, as discussed above under the section entitled “Redemption of Landcadia Class A Common Stock,” a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares of Landcadia Class A common stock redeemed. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the Landcadia Class A common stock so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to the Landcadia Class A common stock described in this proxy statement/prospectus may suspend the running of the applicable holding period for this purpose. If the running of the holding period for the Landcadia Class A common stock is suspended, then non-corporate U.S. holders may not be able to satisfy the one-year holding period requirement for long-term capital gain treatment, in which case any redemption proceeds treated as gain on a sale of the shares would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S. holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Generally, the amount of gain or loss recognized by a U.S. holder in a sale is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such sale and (ii) the U.S. holder’s adjusted tax basis in its Landcadia Class A common stock so disposed of. A U.S. holder’s adjusted tax basis in its Landcadia Class A common stock generally will equal the U.S. holder’s acquisition cost less any prior distributions paid to the U.S. holder with respect to its shares of Landcadia Class A common stock that were treated as a return of capital.

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U.S. holders who hold different blocks of Landcadia Class A common stock (shares of Landcadia Class A common stock purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Non-U.S. Holders

This section applies to you if you are a “Non-U.S. holder.” A Non-U.S. holder is a beneficial owner of Landcadia Class A common stock who or that is, for U.S. federal income tax purposes:

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a non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates;

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a foreign corporation; or

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an estate or trust that is not a U.S. holder.

Taxation of Distributions.   If our redemption of a Non-U.S. holder’s shares of Landcadia Class A common stock is treated as a distribution, as discussed above under the section entitled “Redemption of Landcadia Class A Common Stock,” to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), the amount of cash received pursuant such redemption will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and timely provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. holder’s adjusted tax basis in its shares of Landcadia Class A common stock and, to the extent such distribution exceeds the Non-U.S. holder’s adjusted tax basis, as gain realized from the sale of the Landcadia Class A common stock, which will be treated as described below under the section entitled “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Landcadia Class A Common Stock.”

Because it may not be certain at the time a Non-U.S. holder is redeemed whether such Non-U.S. holder’s redemption will be treated as a sale of shares or a distribution constituting a dividend, and because such determination will depend in part on a Non-U.S. holder’s particular circumstances, we or the applicable withholding agent may not be able to determine whether (or to what extent) a Non-U.S. holder is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, we or the applicable withholding agent may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any consideration paid to a Non-U.S. holder in redemption of such Non-U.S. holder’s Landcadia Class A common stock, unless (i) we or the applicable withholding agent have established special procedures allowing Non-U.S. holders to certify that they are exempt from such withholding tax and (ii) such Non-U.S. holders are able to certify that they meet the requirements of such exemption (e.g., because such Non-U.S. holders are not treated as receiving a dividend under the Section 302 tests described above under the section entitled “Redemption of Landcadia Class A Common Stock”). There can be no assurance, however, that we or any applicable withholding agent will establish such special certification procedures. If we or an applicable withholding agent withhold excess amounts from the amount payable to a Non-U.S. holder, such Non-U.S. holder generally may obtain a refund of any such excess amounts by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances and any applicable procedures or certification requirements.

The withholding tax described above generally does not apply to dividends paid to a Non-U.S. holder who provides an IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends generally will be subject to regular U.S. federal income tax as if the Non-U.S. holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A corporate Non-U.S. holder that is receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower applicable treaty rate).

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Gain on Sale, Taxable Exchange or Other Taxable Disposition of Landcadia Class A Common Stock.   If our redemption of a Non-U.S. holder’s shares of Landcadia Class A common stock is treated as a sale, as discussed above under the section entitled “Redemption of Landcadia Class A Common Stock,” a Non-U.S. holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized in connection with such redemption, unless:

•

the gain is effectively connected with the conduct by the Non-U.S. holder of a trade or business within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder);

•

such Non-U.S. holder is an individual who is present in the United States for 183 days or more during the taxable year in which the disposition takes place and has a “tax home” in the United States; or

•

we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the redemption or the period that the Non-U.S. holder held Landcadia Class A common stock, and, in the case where shares of Landcadia Class A common stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of Landcadia Class A common stock at any time within the shorter of the five-year period preceding the redemption or the Non-U.S. holder’s holding period for the shares of Landcadia Class A common stock. There can be no assurance that Landcadia Class A common stock will be treated as regularly traded on an established securities market for this purpose.

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. holder were a U.S. resident. Any gains described in the first bullet point above of a corporate Non-U.S. holder may also be subject to an additional “branch profits tax” imposed at a 30% rate (or lower applicable treaty rate). If the second bullet point above applies to a Non-U.S. holder, such Non-U.S. holder generally will be subject to U.S. tax on such Non-U.S. holder’s net capital gain for such year (including any gain realized in connection with the redemption) at a tax rate of 30%.

If the third bullet point above applies to a Non-U.S. holder, gain recognized by such holder on the redemption of shares of Landcadia Class A common stock will be subject to tax at generally applicable U.S. federal income tax rates. In addition, we may be required to withhold U.S. federal income tax at a rate of 15% of the amount of cash received upon the redemption of shares of Landcadia Class A common stock. We believe that we are not and have not been at any time since our formation a United States real property holding corporation and we do not expect to be a United States real property holding corporation immediately after the Business Combination is completed.

Information Reporting and Backup Withholding

Payments resulting from our redemption of shares of Landcadia Class A common stock may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

A Non-U.S. holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

A holder of Hillman Holdco common stock that receives New Hillman common stock as a result of the merger should retain records pertaining to the merger, including records relating to the number of

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shares and the tax basis of such holder’s Hillman Holdco common stock. Each holder of Hillman Holdco common stock that is required to file a U.S. federal income tax return and that is a “significant holder” that receives New Hillman common stock in the merger will be required to file a statement with such U.S. federal income tax return in accordance with Treasury regulations Section 1.368-3 setting forth such holder’s tax basis in the Hillman Holdco common stock surrendered, the fair market value of the New Hillman Class A common stock received in the merger, and certain other information.

FATCA Withholding Taxes

Provisions commonly referred to as “FATCA” impose withholding of 30% on payments of dividends (including constructive dividends received pursuant to a redemption of stock) on Landcadia Class A common stock. Thirty percent withholding under FATCA was scheduled to apply to payments of gross proceeds from the sale of property that produces U.S.-source interest or dividends beginning on January 1, 2019, but on December 13, 2018, the IRS released proposed regulations that, if finalized in their proposed form, would eliminate the obligation to withhold on gross proceeds. Although these proposed Treasury Regulations are not final, taxpayers generally may rely on them until final Treasury Regulations are issued. However, there can be no assurance that final Treasury Regulations will provide the same exceptions from FATCA withholding as the proposed Treasury Regulations.

In general, no FATCA withholding will be required with respect to a U.S. holder or an individual Non-U.S. holder that timely provides the certifications required on a valid IRS Form W-9 or W-8BEN, respectively. Holders potentially subject to withholding include “foreign financial institutions” ​(which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by United States persons of interests in or accounts with those entities) have been satisfied, or an exemption applies (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally will be entitled to a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Non-U.S. holders should consult their tax advisors regarding the effects of FATCA on a redemption of Landcadia Class A common stock.

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STOCKHOLDER PROPOSALS AND NOMINATIONS

Stockholder Proposals (Other than Nomination of Persons for Election as Directors)

In addition to any other requirements under applicable law and the New Hillman bylaws, for business to be properly brought before an annual or special meeting by a stockholder, the New Hillman Bylaws provide that the stockholder must give timely notice in written form to New Hillman’s Secretary and such business must be a proper matter for stockholder action. Notice, to be timely, must be received at least 90 days, but no more than 120 days, prior to the first anniversary date of the immediately preceding annual meeting of stockholders (which date shall, for purposes of New Hillman’s first annual meeting of stockholders after its shares of Common Stock (as defined in the Proposed Charter) are first publicly traded, be deemed to have occurred on a date to be fixed at the time the New Hillman bylaws are approved and adopted); provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of timely notice as described above.

To be in proper written form, a stockholder’s notice to the Secretary with respect to any business (other than nominations) must set forth as to each such matter such stockholder proposes to bring before the meeting:

(A)   a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, the text, if any, of any resolutions or bylaw amendment proposed for adoption, and any material interest in such business of each Proposing Person (as defined below);

(B)   (i) the name and address of the stockholder giving the notice, as they appear on New Hillman’s books, and the names and addresses of the other Proposing Persons (if any) and (ii) as to each Proposing Person, the following information: (a) the class or series and number of all shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially or of record by such Proposing Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), including any shares of any class or series of capital stock of New Hillman as to which such Proposing Person or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future, (b) all Synthetic Equity Interests (as defined below) in which such Proposing Person or any of its affiliates or associates, directly or indirectly, holds an interest including a description of the material terms of each such Synthetic Equity Interest, including without limitation, identification of the counterparty to each such Synthetic Equity Interest and disclosure, for each such Synthetic Equity Interest, as to (x) whether or not such Synthetic Equity Interest conveys any voting rights, directly or indirectly, in such shares to such Proposing Person, (y) whether or not such Synthetic Equity Interest is required to be, or is capable of being, settled through delivery of such shares and (z) whether or not such Proposing Person and/or, to the extent known, the counterparty to such Synthetic Equity Interest has entered into other transactions that hedge or mitigate the economic effect of such Synthetic Equity Interest, (c) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of New Hillman (d) any rights to dividends or other distributions on the shares of any class or series of capital stock of New Hillman directly or indirectly, owned beneficially by such Proposing Person that are separated or separable from the underlying shares of New Hillman, and (e) any performance-related fees (other than an asset based fee) that such Proposing Person, directly or indirectly, is entitled to based on any increase or decrease in the value of shares of any class or series of capital stock of New Hillman or any Synthetic Equity Interests (the disclosures to be made pursuant to the foregoing clauses (a) through (e) are referred to, collectively, as “Material Ownership Interests”), and (iii) a description of the material terms of all agreements, arrangements or understandings (whether or not in

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writing) entered into by any Proposing Person or any of its affiliates or associates with any other person for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of New Hillman;

(C)   (i) a description of all agreements, arrangements or understandings by and among any of the Proposing Persons, or by and among any Proposing Persons and any other person, pertaining to the business proposed to be brought before the meeting of stockholders (which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding), and (ii) identification of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons to support such business proposal(s), and to the extent known the class and number of all shares of New Hillman’s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and

(D)   (i) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting, and (ii) a statement whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, will deliver a proxy statement and form of proxy to holders of at least the percentage of voting power of all of the shares of capital stock of New Hillman required under applicable law to approve the business proposal.

For purposes of the New Hillman Bylaws, the term “Proposing Person” shall mean the following persons: (i) the stockholder of record as of the record date for such applicable meeting of stockholders providing the notice of nominations or business proposed to be brought before a stockholders’ meeting, and (ii) the beneficial owner(s), if different, on whose behalf the nominations or business proposed to be brought before a stockholders’ meeting is made and the term “Synthetic Equity Interest” shall mean any transaction, agreement or arrangement (or series of transactions, agreements or arrangements), including, without limitation, any derivative, swap, hedge, repurchase or so-called “stock borrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly: (a) give a person or entity economic benefit and/or risk similar to ownership of shares of any class or series of capital stock of New Hillman, in whole or in part, including due to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the opportunity to profit or avoid a loss from any increase or decrease in the value of any shares of any class or series of capital stock of New Hillman, (b) mitigate loss to, reduce the economic risk of or manage the risk of share price changes for, any person or entity with respect to any shares of any class or series of capital stock of New Hillman, (c) otherwise provide in any manner the opportunity to profit or avoid a loss from any decrease in the value of any shares of any class or series of capital stock of New Hillman, or (d) increase or decrease the voting power of any person or entity with respect to any shares of any class or series of capital stock of New Hillman.

A stockholder providing appropriate and timely notice of business proposed to be brought before an annual meeting of stockholders of New Hillman shall further update and supplement such notice, if necessary, so that the information (including, without limitation, the Material Ownership Interests information) provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to such annual meeting, and such update and supplement shall be received by the Secretary at the principal executive offices of New Hillman not later than the close of business on the fifth (5th) business day after the record date for the annual meeting (in the case of the update and supplement required to be made as of the record date), and not later than the close of business on the eighth (8th) business day prior to the date of the annual meeting (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting).

Stockholder Nominations of Persons for Election as Directors

In addition to any other requirements under applicable law and the New Hillman Bylaws, for a nomination to be made by a stockholder, such stockholder must give timely notice in written form to New Hillman’s secretary. To be timely, a stockholder’s notice to the secretary must be received by the secretary at the principal executive offices of New Hillman: (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders (which date shall, for purposes of New Hillman’s first annual meeting of stockholders after its shares of Common Stock (as defined in the Proposed Charter) are first publicly traded, be deemed to have occurred on a date to be fixed at the time the

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New Hillman bylaws are approved and adopted); provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of timely notice as described above.

To be in proper written form, a stockholder’s notice to the Secretary must set forth:

(i)

as to each person whom the stockholder proposes to nominate for election as a director: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of New Hillman that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of New Hillman, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) a description of all arrangements or understandings between or among the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder or concerning the nominee’s potential service on the board of directors, (F) a written statement executed by the nominee acknowledging that as a director of the corporation, the nominee will owe fiduciary duties under Delaware law with respect to New Hillman and its stockholders, and (G) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(ii)

(A) the name and address of the stockholder giving the notice, as they appear on New Hillman’s books, and the names and addresses of the other Proposing Persons (if any) and (B) as to each Proposing Person, the following information: (a) the class or series and number of all shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially or of record by such Proposing Person or any of its affiliates or associates (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), including any shares of any class or series of capital stock of New Hillman as to which such Proposing Person or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future, (b) all Synthetic Equity Interests (as defined below) in which such Proposing Person or any of its affiliates or associates, directly or indirectly, holds an interest including a description of the material terms of each such Synthetic Equity Interest, including without limitation, identification of the counterparty to each such Synthetic Equity Interest and disclosure, for each such Synthetic Equity Interest, as to (x) whether or not such Synthetic Equity Interest conveys any voting rights, directly or indirectly, in such shares to such Proposing Person, (y) whether or not such Synthetic Equity Interest is required to be, or is capable of being, settled through delivery of such shares and (z) whether or not such Proposing Person and/or, to the extent known, the counterparty to such Synthetic Equity Interest has entered into other transactions that hedge or mitigate the economic effect of such Synthetic Equity Interest, (c) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of New Hillman, (d) any rights to dividends or other distributions on the shares of any class or series of capital stock of New Hillman, directly or indirectly, owned beneficially by such Proposing Person that are separated or separable from the underlying shares of New Hillman, and (e) any performance-related fees (other than an asset based fee) that such Proposing Person, directly or indirectly, is entitled to based on any increase or decrease in the value of shares of any class or series of capital stock of New Hillman or any Synthetic Equity Interests (the disclosures to be made pursuant to

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the foregoing clauses (a) through (e) are referred to, collectively, as “Material Ownership Interests”) and (C) a description of the material terms of all agreements, arrangements or understandings (whether or not in writing) entered into by any Proposing Person or any of its affiliates or associates with any other person for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of New Hillman;

(iii)

(A) a description of all agreements, arrangements or understandings by and among any of the Proposing Persons, or by and among any Proposing Persons and any other person (including with any proposed nominee(s)), pertaining to the nomination(s), or other business proposed to be brought before the meeting of stockholders (which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding), and (B) identification of the names and addresses of other stockholders (including beneficial owners) known by any of the Proposing Persons to support such nominations or other business proposal(s), and to the extent known the class and number of all shares of New Hillman’s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s);

(iv)

(A) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (B) a statement whether or not the stockholder giving the notice and/or the other Proposing Person(s), if any, will deliver a proxy statement and form of proxy to holders of at least the percentage of voting power of all of the shares of capital stock of New Hillman reasonably believed by such Proposing Person to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder; and

(v)

any other information relating to such stockholder and/or the other Proposing Person(s) that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

A stockholder providing timely notice of nominations to be brought before an annual meeting of stockholders of New Hillman shall further update and supplement such notice, if necessary, so that the information (including, without limitation, the Material Ownership Interests information) provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to such annual meeting, and such update and supplement shall be received by the Secretary at the principal executive offices of New Hillman not later than the close of business on the fifth (5th) business day after the record date for the annual meeting (in the case of the update and supplement required to be made as of the record date), and not later than the close of business on the eighth (8th) business day prior to the date of the annual meeting (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting).

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STOCKHOLDER COMMUNICATIONS

Stockholders and interested parties may communicate with Landcadia’s Board, any committee chairperson or the non-management directors as a group by writing to the board or committee chairperson in care of Landcadia Holdings III, Inc., 1510 West Loop South, Houston, TX 77027. Following the Business Combination, such communications should be sent to New Hillman, at [•]. Each communication will be forwarded, depending on the subject matter, to the board of directors, the appropriate committee chairperson or all non-management directors.

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WHERE YOU CAN FIND MORE INFORMATION

Landcadia has filed with the SEC a registration statement on Form S-4, as amended, under the Securities Act with respect to the securities offered by this proxy statement/prospectus. This proxy statement/ prospectus does not contain all of the information included in the registration statement. For further information pertaining to Landcadia and its securities, you should refer to the registration statement and to its exhibits. Whenever reference is made in this proxy statement/prospectus to any of Landcadia’s or Hillman’s contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the proxy statement/prospectus and the exhibits filed with the registration statement for copies of the actual contract, agreement or other document.

Upon the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, New Hillman will be subject to the information and periodic reporting requirements of the Exchange Act and will file annual, quarterly and current reports, proxy statements and other information with the SEC. Landcadia files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Landcadia’s or New Hillman’s SEC filings, including New Hillman’s registration statement and Landcadia’s proxy statement/prospectus, over the internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the Special Meeting, you should contact Landcadia by telephone or in writing:

Landcadia Holdings III, Inc.
1510 West Loop South
Houston, TX 77027
(713) 850-1010

You may also obtain these documents by requesting them in writing or by telephone from Landcadia’s proxy solicitation agent at the following address and telephone number:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: [•]

If you are a stockholder of Landcadia and would like to request documents, please do so no later than five business days before the Special Meeting in order to receive them before the Special Meeting. If you request any documents from Landcadia, Landcadia will mail them to you by first-class mail, or another equally prompt means.

This document is a prospectus of New Hillman and a proxy statement of Landcadia for Landcadia’s special meeting of stockholders. Neither Hillman Holdco nor Landcadia has authorized anyone to give any information or make any representation about the Business Combination, New Hillman or Landcadia that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that Landcadia has incorporated by reference into this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

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INDEX TO FINANCIAL STATEMENTS

LANDCADIA HOLDINGS III, INC.

​	Page
Financial Statements as of September 30, 2020 and 2019	​	​
Balance Sheet as of September 30, 2020 and December 31, 2019	​	F-2
Statements of Operations for the Nine Month Periods Ended September 30, 2020 and 2019	​	F-3
Statements of Changes in Stockholder’s equity for the Nine Month Periods Ended September 2020 and 2019	​	F-4
Statements of Cash Flows for the Nine Month Periods Ended September 30, 2020 and 2019	​	F-5
Notes to Financial Statements	​	F-6

​	Page
Audited Financial Statements for the year ended December 31, 2019 and the period from March 13, 2018 (inception) through December 31, 2018	​	​
Report of Independent Registered Public Accounting Firm	​	F-14
Balance Sheets as of December 31, 2019 and 2018	​	F-15
Statements of Operations for the year ended December 31, 2019 and the period from March 13, 2018 (inception) through December 31, 2018	​	F-16
Statements of Changes in Stockholder’s equity for the year ended December 31, 2019 and the period from March 13, 2018 (inception) through December 31, 2018	​	F-17
Statements of Cash Flows for the year ended December 31, 2019 and the period from March 13, 2018 (inception) through December 31, 2018	​	F-18
Notes to Financial Statements	​	F-19

HMAN GROUP HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Financial Statements as of December 28, 2019 and December 29, 2018	​
Report of Independent Registered Public Accounting Firm	F-28
Consolidated Balance Sheets as of December 28, 2019 and December 29, 2018	F-29
Consolidated Statements of Operations for the years ended December 28, 2019 and December 29, 2018	F-30
Consolidated Statements of Cash Flows for the years ended December 28, 2019 and December 29, 2018	F-31
Consolidated Statements of Stockholders’ Equity for the Years Ended December 28, 2019 and December 29, 2018	F-32
Notes to Consolidated Financial Statements	F-33
Condensed Consolidated Financial Statements for the Thirty-Nine Week Periods Ended September 26, 2020 and September 29, 2019	​
Condensed Consolidated Balance Sheets as of September 26, 2020 and December 28, 2019	F-71
Condensed Consolidated Statements of Operations for the Thirty-Nine Week Periods Ended September 26, 2020 and September 29, 2019	F-72
Condensed Consolidated Statements of Cash Flows for the Thirty-Nine Week Periods Ended September 26, 2020 and September 29, 2019	F-73
Condensed Consolidated Statements of Stockholders’ Equity for the Thirty-Nine Week Periods Ended September 26, 2020 and September 29, 2019	F-74
Notes to Condensed Consolidated Financial Statements	F-75

F-1

LANDCADIA HOLDINGS III, INC.

BALANCE SHEETS

​	September 30, 2020			December 31, 2019
​	(unaudited)			​	​	​
ASSETS	​	​	​	​	​	​
Current Assets	​	$	—	​	$	—
Total current assets	​	​	—	​	​	—
Deferred offering costs	​	​	377,200	​	​	—
Total Assets	​	$	377,200	​	$	—
LIABILITIES AND STOCKHOLDER’S EQUITY	​	​	​	​	​	​
Current Liabilities:	​	​	​	​	​	​
Accounts Payable	​	$	215,450	​	$	—
Notes payable, affiliates	​	​	161,750	​	​	​
Total current liabilities	​	​	377,200	​	​	—
Total Liabilities	​	$	377,200	​	$	—
Commitments	​	​	—	​	​	—
Stockholder’s Equity:	​	​	​	​	​	​
Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding	​	$	—	​	$	—
Common stock	​	​	​	​	​	​
Class A common stock, $0.0001 par value, 380,000,000 shares authorized, no shares issued and outstanding	​	​	—	​	​	—
Class B common stock, $0.0001 par value 20,000,000 shares authorized, 14,375,000 and 6,943,125 issued and outstanding, respectively(1)	​	​	1,438	​	​	694
Additional paid-in capital	​	​	632	​	​	306
Retained earnings	​	​	—	​	​	—
Note receivable, affiliates	​	​	(2,070)	​	​	(1,000)
Total Stockholder’s equity	​	​	—	​	​	—
Total liabilities and stockholder’s equity	​	$	377,200	​	$	—

(1)

Includes an aggregate of 1,875,000 and 905,625 shares as of September 30, 2020 and December 31, 2019, respectively, that are subject to forfeiture if the over-allotment option is not exercised by the underwriters.

The accompanying notes are an integral part of these financial statements.

F-2

LANDCADIA HOLDINGS III, INC.

STATEMENTS OF OPERATIONS
(Unaudited)

​

Three months ended September 30,

Nine months ended September 30,

​

2020

2019

2020

2019

General and administrative expenses

​

​

—

​

​

—

​

​

—

​

​

—

Net Income

​

$

—

​

$

—

​

$

—

​

$

—

Basic and diluted earnings per share:

​

​

​

​

​

​

​

​

​

​

​

​

Net Income per share

​

$

—

​

$

—

​

$

—

​

$

—

Basic and diluted weighted average number of shares outstanding(1)

​

​

8,706,791

​

​

6,037,500

​

​

6,937,041

​

​

6,037,500

(1)

Excludes an aggregate of 1,875,000 and 905,625 shares as of September 30, 2020 and 2019, respectively, that are subject to forfeiture if the over-allotment option is not exercised by the underwriters.

The accompanying notes are an integral part of these financial statements.

F-3

LANDCADIA HOLDINGS III, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

​

Class B Common Stock

Additional Paid-in Capital

Retained Earnings

Note receivable, affiliates

Total

​

Shares(1)

Amount

Balance, December 31, 2019

​

6,943,125

​

$

694

​

$

306

​

$

—

​

$

(1,000)

​

$

—

Net income

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Balance, June 30, 2020 (unaudited)

​

6,943,125

​

​

694

​

​

306

​

​

—

​

​

(1,000)

​

​

—

Class B shares issued

​

7,431,875

​

​

744

​

​

326

​

​

—

​

​

(1,070)

​

​

​

Net income

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Balance, September 30, 2020 (unaudited)

​

14,375,000

​

$

1,438

​

$

632

​

$

—

​

$

(2,070)

​

$

—

​	Class B Common Stock					Additional Paid-in Capital			Retained Earnings			Note receivable, affiliates			Total
​	Shares(1)		Amount
Balance, December 31, 2018	​	6,943,125	​	$	694	​	$	306	​	$	—	​	$	(1,000)	​	$	—
Net income	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Balance, June 30, 2019 (unaudited)	​	6,943,125	​	​	694	​	​	306	​	​	—	​	​	(1,000)	​	​	—
Net income	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Balance, September 30, 2019 (unaudited)	​	6,943,125	​	$	694	​	$	306	​	$	—	​	$	(1,000)	​	$	—

(1)

Excludes an aggregate of 1,875,000 and 905,625 shares as of September 30, 2020 and 2019, respectively, that are subject to forfeiture if the over-allotment option is not exercised by the underwriters.

The accompanying notes are an integral part of these financial statements.

F-4

LANDCADIA HOLDINGS III, INC.

STATEMENTS OF CASH FLOWS
(Unaudited)

​	Nine months ended September 30,
​	2020			2019
Cash flows from operating activities:	​	​	​	​	​	​
Net income	​	$	—	​	$	—
Adjustments to reconcile net income to net cash provided by operating activities	​	​	—	​	​	—
Net cash provided by (used in) operating activities	​	​	—	​	​	—
Cash flows from investing activities:	​	​	​	​	​	​
Net cash provided by (used in) investing activities	​	​	—	​	​	—
Cash flows from financing activities:	​	​	​	​	​	​
Net cash provided by (used in) financing activities	​	​	—	​	​	—
Net increase (decrease) in cash and cash equivalents	​	​	—	​	​	—
Cash and cash equivalents at beginning of period	​	​	—	​	​	—
Cash and cash equivalents at end of period	​	$	—	​	$	—
Non-cash financing activities:	​	​	​	​	​	​
Stock issuance	​	$	—	​	$	—

The accompanying notes are an integral part of these financial statements.

F-5

LANDCADIA HOLDINGS III, INC.
NOTES TO FINANCIAL STATEMENTS

1.

Nature of Business and Subsequent Event

Business

Landcadia Holdings III, Inc., (the “Company,” “we,” “us” or “our”), was formed as Automalyst LLC, a Delaware limited liability company on March 13, 2018 and converted into a Delaware corporation on August 24, 2020.

The Company has not had any significant operations to date. The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not yet identified a Business Combination for these purposes. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the target business acquisition period.

All activity through September 30, 2020 relates to the Company’s formation and initial public offering of units (the “Public Offering”), which is described below.

Sponsors

The Company’s sponsors are TJF, LLC (“TJF”) and Jefferies Financial Group Inc. (“JFG” and together with TJF, the “Sponsors”). TJF is wholly owned by Tilman J. Fertitta, the Company’s Co-Chairman and Chief Executive Officer.

Subsequent Event

The Company intends to finance its Business Combination in part with proceeds from its $500,000,000 Public Offering and a $12,000,000 private placement (the “Private Placement”) of private placement warrants (the “Sponsor Warrants”), see Notes 4 and 5. The registration statement for the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on October 8, 2020. The Company consummated the Public Offering of 50,000,000 units (the “Units”) at $10.00 per Unit on October 14, 2020, generating gross proceeds of $500,000,000. Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of an aggregate of 8,000,000 Sponsor Warrants at a price of $1.50 per Sponsor Warrant, generating proceeds of $12,000,000. Upon the closing of the Public Offering and Private Placement on October 14, 2020, $500,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Public Offering and the Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The Company granted the underwriters a 45-day option from the date of the prospectus, October 8, 2020, to purchase additional units. If the over-allotment is exercised in full, proceeds from the Public Offering and Private Placement will be $575,000,000 and $13,500,000, respectively.

We have evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements, other than those included herein.

Trust Account

The proceeds held in the Trust Account can only be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

The Company’s second amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay tax obligations (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of Class A common stock

F-6

included in the Units sold in the Public Offering (“Public Shares”) properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering (October 14, 2022) or to provide for redemption in connection with a Business Combination; or (iii) the redemption of the Public Shares if the Company is unable to complete the Business Combination within 24 months from the closing of the Public Offering, subject to applicable law.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and private placement of the Sponsor Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one initial Business Combination having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to registered as an investment company under the Investment Company Act.

The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Class B shares (“Founder Shares”) and Public Shares in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Public Offering or to provide for redemption in connection with a Business Combination and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination within 24 months from the closing of the Public Offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the prescribed time frame; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination.

The Company, after signing a definitive agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the Trust Account and not previously released to the Company to pay its taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of the Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.

F-7

Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and it does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Public Offering, without the Company’s prior consent.

The Company will have 24 months from the closing of the Public Offering to complete the Business Combination. If the Company does not complete the Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims to creditors and the requirements of other applicable law. The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its Business Combination within 24 months of the closing of the Public Offering; however, if the Sponsors, officers and directors acquire Public Shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares the Company does not complete the Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering.

Pursuant to the letter agreement referenced above, the Sponsors, officers and directors agreed that, if the Company submits the Business Combination to the Company’s public stockholders for a vote, such parties will vote their Founder Shares and any Public Shares in favor of the Business Combination.

Fiscal Year End

The Company has a December 31 fiscal year-end.

2.

Summary of Significant Accounting Policies

Basis of Presentation

Our accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Use of Estimates

The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (as amended, the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation

F-8

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020 and December 31, 2019.

Deferred Offering Costs

The Company complies with the requirements of the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A-”Expenses of Offering”. Deferred offering costs were $377,200 as of September 30, 2020, and consist of costs incurred for legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. These costs were charged to capital upon the closing of the Public Offering.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are $215,450 as of September 30, 2020, and primarily consist of costs incurred for the formation and preparation of the Public Offering with corresponding amounts charged to deferred offering costs.

Earnings Per Share

Earnings per share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsors. In accordance with FASB ASC 260, “Earnings Per Share”, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock, as a result, diluted earnings per share is the same as basic earnings per share for the periods presented.

Income Taxes

The Company was treated as a limited liability company prior to July 21, 2020 therefore all tax implications were the responsibility of its member. As of July 21, 2020 the Company elected to be taxed as a C corporation.The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect

F-9

taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

There were no unrecognized tax benefits as of September 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There was no income tax provision for the period ended September 30, 2020.

As of December 31, 2019 the Company was taxed as a limited liability company, therefore all tax implications were the responsibility of its member.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

3.

Stockholders’ Equity

On March 13, 2018, JFG, through a subsidiary, purchased a 100% of the membership interest in the Company for $1,000. On August 24, 2020, TJF purchased a 51.7% membership interest in the Company for $1,070. Simultaneously, the Company converted from a limited liability company to a corporation and its previously outstanding membership interests converted into shares of Class B common stock. The total number of authorized shares of all classes of capital stock is 401,000,000, of which 380,000,000 shares are Class A shares at par value $0.0001 per share; 20,000,000 shares are Class B shares at par value $0.0001 per share (the “Founder Shares”); and 1,000,000 shares are preferred stock at par value $0.0001 per share. The Sponsors held an aggregate of 11,500,000 Class B shares based on the proportional interest in the Company. Further, on September 16, 2020, we conducted a 1:1.25 stock split of the Founder Shares so that a total of 14,375,000 Founder Shares were issued and outstanding. As of September 16, 2020, JFG owned 6,943,125 Founder Shares and TJF owned 7,431,875 Founder Shares. An aggregate of 1,875,000 Founder Shares are subject to forfeiture to the extent the underwriters do not exercise their over-allotments option. The financial statements reflect the changes in stock retroactively for all periods presented.

Following these transactions, the Company had $2,070 of invested capital, or $0.0001 per share. For further information on the Founder Shares, see Note 4.

4.

Public Offering

Public Units

In the Public Offering, the Company sold 50,000,000 Units at a price of $10.00 per Unit (the “Public Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-third of one redeemable warrant (each whole warrant is a “Public Warrant”). Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act no later than 15 business days following the completion of the Business Combination covering the shares of Class A common stock issuable upon exercise of the Public Warrants, to use its best efforts to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the Public Warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of the Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities

F-10

Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement.

Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete the Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Public Warrants become exercisable, the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

Underwriting Commissions

In connection with the Public Offering, the Company paid an underwriting discount of $10,000,000 ($0.20 per Unit sold) to the underwriters on October 14, 2020, with an additional fee (“Deferred Discount”) of $17,500,000 ($0.35 per Unit sold) payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. See Note 5 for further information on underwriting commissions.

5.

Commitments and Related Party Transactions

Over-allotment

In connection with the Public Offering, the Company granted the underwriters a 45-day option to purchase up to 7,500,000 additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. If the over-allotment is exercised, the Company will increase the Public Units, Sponsor Warrants, underwriting commissions and Deferred Discount by the proportional amount of Units granted.

Founder Shares

The Founder Shares are identical to the Public Shares except that the Founder Shares are subject to certain transfer restrictions and the holders of the Founder Shares will have the right to elect all of the Company’s directors prior to the Business Combination. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The initial stockholders collectively own 20% of the Company’s issued and outstanding shares after the Public Offering. To the extent that the over-allotment option is not exercised in full, the Sponsors will forfeit their pro rata share of 1,875,000 Founder Shares.

The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”).

The Founder Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the Business Combination on a one-for-one basis, subject to

F-11

adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of all shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsors, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Sponsor Warrants

In conjunction with the Public Offering, the Sponsors purchased an aggregate of 8,000,000 Sponsor Warrants at a price of $1.50 per warrant ($12,000,000 in the aggregate) in the Private Placement. A portion of the purchase price of the Sponsor Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $500,000,000 was placed in the Trust Account.

Each Sponsor Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees. If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants issued to the Sponsors will expire worthless.

Registration Rights

The holders of the Founder Shares, Sponsor Warrants, shares of Class A common stock issuable upon conversion of the Founder Shares, Sponsor Warrants or working capital loans will be entitled to registration rights. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, JFG may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years; respectively after the effective date of the registration statement relating to the Public Offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Commissions

Jefferies LLC is the underwriter of the Public Offering, and its indirect parent, JFG, beneficially owns 48.3% of the Founder Shares. Jefferies LLC received all of the underwriting discount that was due at the closing of the Public Offering, and will receive the additional Deferred Discount payable from the Trust Account upon completion of the Business Combination. See Note 4 for further information regarding underwriting commissions.

F-12

Administrative Services Agreement

The Company entered into an administrative services agreement in which we will pay Fertitta Entertainment, Inc., (an affiliate of TJF) for office space, secretarial and administrative services provided to members of our management team, in an amount not to exceed $20,000 per month commencing on the date of effectiveness of the Public Offering and ending on the earlier of the completion of a Business Combination or liquidation.

Directors’ Payments

We expect to pay $100,000 to each of our independent directors at the closing of a Business Combination for services rendered as board members prior to the completion of a Business Combination.

Sponsors’ Indemnification of the Trust Accounts

The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third party claims.

Sponsor Loans

On August 24, 2020 the Sponsors agreed to loan the Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Public Offering. These loans will be payable without interest on the earlier of December 31, 2020 or the completion of the Public Offering. As of September 30, 2020, the Company had $161,750 in notes payable, affiliates related to deferred offering costs paid by the Sponsors. As of October 16, 2020, these amounts were repaid in full.

In addition, the Sponsors will not be prohibited from loaning the Company funds in order to finance transaction costs in connection with the Business Combination. Up to $1,000,000 of these loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Sponsor Warrants. The terms of such loans have not been determined and no written agreements exist with respect to such loans. No agreement with the JFG or its affiliates will be entered into, and no fees for services will be paid to the JFG or its affiliates prior to the effective date of the Public Offering, unless the Financial Industry Regulatory Authority, Inc. determines that such payment would not be deemed underwriting compensation in connection with the Public Offering. See Note 4 for the terms of the warrants.

F-13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
Landcadia Holdings III, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Landcadia Holdings III, Inc. (Formerly Automalyst LLC) (the “Company”) as of December 31, 2019 and 2018, the related statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2019 and for the period from March 13, 2018 (inception) through December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the year ended December 31, 2019 and for the period from March 13, 2018 (inception) through December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph — Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company’s ability to execute its business plan is dependent upon its completion of the proposed initial public offering described in Note 4 to the financial statements. The Company lacks the financial resources needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Notes 1 and 4. The financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP
Marcum LLP

We have served as the Company’s auditor since 2020.

New York, NY

August 27, 2020, except for Note 2, Subsequent Events, to which the date is September 16, 2020

F-14

​	DECEMBER 31,
​	2019			2018
ASSETS	​	​	​	​	​	​
Current Assets	​	$	—	​	$	—
Total Assets	​	$	—	​	$	—
LIABILITIES AND STOCKHOLDER’S EQUITY	​	​	​	​	​	​
Current Liabilities:	​	​	​	​	​	​
Total current liabilities	​	​	—	​	​	—
Total Liabilities	​	$	—	​	$	—
Commitments	​	​	—	​	​	—
Stockholder’s Equity:	​	​	​	​	​	​
Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding	​	$	—	​	$	—
Common stock	​	​	​	​	​	​
Class A common stock, $0.0001 par value, 380,000,000 shares authorized, no shares issued and outstanding	​	​	—	​	​	—
Class B common stock, $0.0001 par value 20,000,000 shares authorized, 6,943,125 issued and outstanding(1)	​	​	694	​	​	694
Additional paid-in capital	​	​	306	​	​	306
Retained earnings	​	​	—	​	​	—
Note receivable, affiliates	​	​	(1,000)	​	​	(1,000)
Total Stockholder’s equity	​	​	—	​	​	—
Total liabilities and stockholder’s equity	​	$	—	​	$	—

(1)

Includes an aggregate of 905,625 shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 3).

The accompanying notes are an integral part of these financial statements.

F-15

​	YEAR ENDED DECEMBER 31, 2019					FOR THE PERIOD FROM MARCH 13, 2018 INCEPTION) THROUGH DECEMBER 31, 2018
Expenses	​	​	​	​	​	​	​	​
Net Income	​	$		$	—	​	$	—
Total comprehensive income	​	$		$	—	​	$	—
Basic and diluted earnings per share:	​	​	​	​	​	​	​	​
Net Income per share	​	$		$	—	​	$	—
Basic and diluted weighted average number of shares	​	​	​	​	6,037,500	​	​	6,037,500

(1)

Excludes an aggregate of 905,625 shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 3).

The accompanying notes are an integral part of these financial statements.

F-16

LANDCADIA HOLDINGS III, INC.
(FORMERLY AUTOMALYST LLC)

STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

​	COMMON STOCK				ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS		NOTE RECEIVABLE, AFFILIATES		TOTAL
​	SHARES(1)		AMOUNT
Balance, December 31, 2018	​	6,943,125	​	694	​	306	​	—	​	(1,000)	​	—
Net income	​	—	​	—	​	—	​	—	​	—	​	—
Balance, December 31, 2019	​	6,943,125	​	694	​	306	​	—	​	(1,000)	​	—
Balance, March 13, 2018 (inception)	​	—	​	—	​	—	​	—	​	—	​	—
Class B shares issued	​	6,943,125	​	694	​	306	​	—	​	(1,000)	​	—
Balance, December 31, 2018	​	6,943,125	​	694	​	306	​	—	​	(1,000)	​	—

(1)

Includes an aggregate of 905,625 shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 3).

The accompanying notes are an integral part of these financial statements.

F-17

​	YEAR ENDED DECEMBER 31, 2019			FOR THE PERIOD FROM MARCH 13, 2018 INCEPTION) THROUGH DECEMBER 31, 2018
Cash flows from operating activities:	​	​	​	​	​	​
Net income	​	$	—	​	$	—
Adjustments to reconcile net income to net cash provided by operating activities	​	​	—	​	​	—
Net cash provided by (used in) operating activities	​	​	—	​	​	—
Cash flows from investing activities:	​	​	​	​	​	​
Net cash provided by (used in) investing activities	​	​	—	​	​	—
Cash flows from financing activites:	​	​	​	​	​	​
Net cash provided by (used in) financing activities	​	​	—	​	​	—
Net increase (decrease) in cash and cash equivalents	​	​	—	​	​	—
Cash and cash equivalents at beginning of period	​	​	—	​	​	—
Cash and cash equivalents at end of period	​	$	—	​	$	—
Income taxes	​	$	—	​	$	—
Non-cash financing activites:	​	​	​	​	​	​
Stock issuance	​	$	—	​	$	—

The accompanying notes are an integral part of these financial statements.

F-18

LANDCADIA HOLDINGS III, INC.
(FORMERLY AUTOMALYST LLC)

NOTES TO FINANCIAL STATEMENTS

1.   Nature of Business and Going Concern

Business

Landcadia Holdings III, Inc., (the “Company,” “we,” “us” or “our”), was formed as Automalyst LLC, a Delaware limited liability company on March 13, 2018 and converted into a Delaware corporation on August 24, 2020.

The Company has not had any significant operations to date. Following the completion of our proposed initial public offering, we intend to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) in part with proceeds from a $500,000,000 public offering (the “Proposed Public Offering”) and a $12,000,000 private placement of sponsor warrants (the “Sponsor Warrants”). The Company has agreed to grant the underwriters a 45-day option from the date of the prospectus to purchase additional units. If the over-allotment is exercised in full, proceeds from the Proposed Public Offering and Sponsor Warrants will be $575,000,000 and $13,500,000, respectively. We have not yet identified a Business Combination for these purposes.

For further information on the Proposed Public Offering and Sponsor Warrants, see Note 4.

Sponsors

The Company’s sponsors are TJF, LLC (“TJF”) and Jefferies Financial Group Inc. (“JFG” and together with TJF, the “Sponsors”). TJF is wholly owned by Tilman J. Fertitta, the Company’s Co-Chairman and Chief Executive Officer.

Fiscal Year End

The Company has a December 31 fiscal year-end.

Going Concern

We have had no significant operations. We will incur significant costs in pursuit of our financing and acquisition plans. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to address this uncertainty through its Proposed Public Offering, as discussed in Note 4. There is no assurance that our plans to raise capital or to consummate the Business Combination will be successful or successful within the target business acquisition period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2.   Summary of Significant Accounting Policies and Subsequent Events

Basis of Presentation

Our accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Use of Estimates

The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

F-19

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Cash and Cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2019 and 2018.

Deferred Offering Costs

The Company complies with the requirements of the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Deferred offering costs consist of costs incurred for legal, accounting, underwriting fees and other costs incurred in connection with the formation and preparation of the Proposed Public Offering. These costs will be charged to capital upon completion of the Proposed Public Offering or charged to operations if the Proposed Public Offering is not completed.

Earnings Per Share

Earnings per share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsors. In accordance with FASB ASC 260, “Earnings Per Share”, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock, as a result, diluted earnings per share is the same as basic earnings per share for the periods presented.

Income Taxes

As of December 31, 2019, the Company was taxed as a limited liability company, therefore all tax implications were the responsibility of its member.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

F-20

Subsequent Events

On August 24, 2020, TJF purchased a 51.7% membership interest in the Company for $1,070. Simultaneously we converted the Company from a limited liability company to a corporation and issued stock in lieu of membership rights to its members. The total number of authorized shares of all classes of capital stock is 401,000,000, of which 380,000,000 shares are Class A shares at par value $0.0001 per share; 20,000,000 shares are Class B shares at par value $0.0001 per share (the “Founders Shares”); and 1,000,000 shares are Preferred stock at par value $0.0001 per share. The Sponsors were issued 11,500,000 Class B shares based on the proportional interest in the Company. Further, on September 16, 2020, we conducted a 1:1.25 stock split of the Founders Shares so that a total of 14,375,000 Founders Shares were issued and outstanding Founders Shares. The financial statements reflect the changes in stock retroactively for all periods presented.

Also on August 24, 2020, our sponsors entered into promissory notes with the Company to loan us an aggregate of $300,000 to be used, in part, for working capital needs until completion of the Proposed Public Offering.

We have evaluated subsequent events and transactions that occurred after the balance sheet date up to October 2, 2020, the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements, other than those included herein.

3.   Stockholders’ Equity

On March 13, 2018, JFG, through a subsidiary, purchased a 100% of the membership interest in the Company for $1,000. As discussed in Note 1, Subsequent Events, on August 24, 2020, TJF purchased a 51.7% membership interest in the Company for $1,070. Simultaneously we converted the Company from a limited liability company to a corporation and issued stock in lieu of membership rights to its members. The total number of authorized shares of all classes of capital stock is 401,000,000, of which 380,000,000 shares are Class A shares at par value $0.0001 per share; 20,000,000 shares are Class B shares at par value $0.0001 per share (the “Founders Shares”); and 1,000,000 shares are Preferred stock at par value $0.0001 per share. The Sponsors were issued 11,500,000 Class B shares based on the proportional interest in the Company. Further, on September 16, 2020, we conducted a 1:1.25 stock split of the Founders Shares so that a total of 14,375,000 Founders Shares were issued and outstanding. As of September 16, 2020, JFG owns 6,943,125 Founders Shares and TJF owns 7,431,875 Founders Shares. An aggregate of 1,875,000 Founders Shares are subject to forfeiture to the extent the Underwriters do not exercise their over-allotments option. The financial statements reflect the changes in stock retroactively for all periods presented.

Following these transactions, the Company had $2,070 of invested capital, or $0.0001 per share. For further information on the Founders Shares, see Note 4.

4.   Proposed Public Offering

Financing

The Sponsors intend to finance the Business Combination in part with proceeds the Proposed Public Offering and sale of the Sponsor Warrants.

Proceeds from the Proposed Public Offering and private placement of the Sponsor Warrants are expected to be $512,000,000 ($588,500,000 if the underwriters’ over-allotment option is exercised in full). Upon the closing of the Proposed Public Offering and the private placement of the Sponsor Warrants, $500,000,000 (or $575,000,000 if the underwriters’ over-allotment option is exercised in full) will be held in the trust account (the “Trust Account”). After paying underwriting commissions, the remaining $2,000,000 in funds will be used to pay expenses in connection with the closing of the Proposed Public Offering and for working capital needs following this offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and private placement of the Sponsor Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to

F-21

complete a Business Combination successfully. The Company must complete one initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to be registered as an investment company under the Investment Company Act of 1040, as amended.

Trust Account

The Trust Account funds will be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

The Company’s amended and restated certificate of incorporation will provide that, other than the withdrawal of interest to pay franchise or income taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; or (ii) the redemption of any shares of Class A common stock included in the Units being sold in the Proposed Public Offering properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Class A common stock included in the units being sold in the Proposed Public Offering if the Company does not complete the Business Combination within 24 months from the closing of the Proposed Public Offering; or (iii) the redemption of 100% of the shares of Class A common stock included in the Units being sold in the Proposed Public Offering if the Company is unable to complete the Business Combination within 24 months from the closing of the Proposed Public Offering.

The Company, after signing a definitive agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest but less franchise and income taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest but less franchise and income taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares of Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of Class A common stock and the related Business Combination, and instead may search for an alternate Business Combination.

Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and it conducts redemptions in connection with the Business Combination pursuant to the tender offer rules, the amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” ​(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Proposed Public Offering.

If the Company holds a stockholder vote in connection with the Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of

F-22

the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest but less franchise and income taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per public common share ($500,000,000 held in the Trust Account divided by 50,000,000 public common shares).

The Company will have 24 months from the closing of the Proposed Public Offering to complete the Business Combination. If the Company does not complete the Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A common stock for a per share pro rata portion of the Trust Account, including interest (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses), and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsors and certain persons who received unregistered shares of Class B common stock of the Company (the “initial stockholders”) have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Proposed Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete the Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Proposed Public Offering.

Pursuant to the letter agreements reference above, the initial stockholders will also agree that, if the Company submits the Business Combination to the Company’s public stockholders for a vote, the initial stockholders will vote their Founder Shares and any public shares purchased during or after the Proposed Public Offering in favor of the Business Combination.

Public Units

Pursuant to the Proposed Public Offering, the Company will offer for sale 50,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-third of one redeemable warrant (each a “Public Warrant”). Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act of 1933, as amended (the “Securities Act”), following the completion of the Business Combination. Each Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Proposed Public Offering. However, if the Company does not complete the Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Public Warrants become exercisable, the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds a certain dollar value per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

Founders Shares

The Founder Shares are identical to the Class A common stock included in the Units being sold in the Proposed Public Offering except that the Founder Shares are subject to certain transfer restrictions and the

F-23

holders of the Founders Shares will have the right to elect all of the Company’s directors prior to the Business Combination. The initial stockholders will collectively own 20% of the Company’s issued and outstanding shares after the Proposed Public Offering. To the extent that the over-allotment option is not exercised in full, the Sponsors will forfeit their pro rata share of 1,875,000 Founder Shares. If the Company increases the size of the offering pursuant to Rule 462(b) under the Securities Act, the Company will effect a forward or reverse stock split of the Founder Shares, as applicable, immediately prior to the consummation of the offering in such amount as to maintain the ownership of the Company’s initial stockholders at 20% of the Company’s issued and outstanding shares of common stock upon the consummation of the Proposed Public Offering.

The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”).

The Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Public Offering and related to the closing of the Business Combination, the ratio at which the Founder Shares shall convert into shares of Class A common stock will be adjusted so that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon the completion of the Proposed Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination or pursuant to the Sponsor Warrants (as defined below). Holders of Founders Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Sponsor Warrants

The Sponsors are expected to agree to purchase an aggregate of 8,000,000 warrants (or 9,000,000 warrants if the over-allotment option is exercised in full) (the “Sponsor Warrants”) at a price of $1.50 per warrant ($12,000,000 in the aggregate, or $13,500,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with or prior to the closing of the Proposed Public Offering or any closing of the over-allotment option granted to the underwriters in connection with the Proposed Public Offering, as applicable.

Each Sponsor Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The purchase price of the Sponsor Warrants will be added to the proceeds from the Proposed Public Offering to be held in the trust account pending completion of the Business Combination. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Business Combination and they will be non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees. If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Proposed Public Offering. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants issued to the Sponsors will expire worthless.

F-24

Registration Rights

The holders of the Founders Shares, Sponsor Warrants, shares of Class A common stock issuable upon conversion of the Founders Shares, Sponsor Warrants or Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the Proposed Public Offering. The initial stockholders and holders of the Sponsor Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, Jefferies may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement of which this prospectus forms a part and may not exercise its demand rights on more than one occasion.

5.   Commitments and Related Party Transactions

The Company expects to grant the underwriters a 45-day option to purchase up to 7,500,000 additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions.

The Company expects to pay upfront an underwriting discount of $0.20 per Unit, or $10,000,000 ($11,500,000 if the over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $17,500,000 ($20,125,000 if the over-allotment option is exercised in full). The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. JFG is an affiliate of Jefferies LLC, the underwriter of the Proposed Public Offering, and beneficially owns 48.3% of the Company’s outstanding common stock prior to the consummation of the Proposed Public Offering.

We expect to enter into an administrative services agreement in which we will pay Fertitta Entertainment, Inc., (an affiliate of TJF) for office space, secretarial and administrative services provided to members of our management team, in an amount not to exceed $20,000 per month commencing on the date of effectiveness of the Proposed Public Offering and ending on the earlier of the completion of a Business Combination or liquidation.

We expect to pay $100,000 to each of our independent directors at the closing of a Business Combination for services rendered as board members prior to the completion of a Business Combination.

The Company’s sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Company’s sponsors will not be responsible to the extent of any liability for such third party claims.

Sponsor Loans

On August 24, 2020 the Sponsors agreed to loan the Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Proposed Public Offering. These loans will be payable without interest on the earlier of December 31, 2020 or the completion of the Proposed Public Offering.

F-25

In addition, the Sponsors will not be prohibited from loaning the Company funds in order to finance transaction costs in connection with the Business Combination. Up to $1,000,000 of these loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Sponsor Warrants. The terms of such loans have not been determined and no written agreements exist with respect to such loans. No agreement with the JFG or its affiliates will be entered into, and no fees for services will be paid to the TJF or its affiliates prior to the effective date of the Proposed Public Offering, unless the Financial Industry Regulatory Authority, Inc. determines that such payment would not be deemed underwriting compensation in connection with the Proposed Public Offering. See Note 4 for the terms of the warrants.

F-26

HMAN GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS
December 28, 2019 and December 29, 2018

F-27

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
HMAN Group Holdings, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of HMAN Group Holdings, Inc. and subsidiaries (the Company) as of December 28, 2019 and December 29, 2018, the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 28, 2019, and the related notes and financial statement schedule II — Valuation Accounts (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2019 and December 29, 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 28, 2019, in conformity with U.S. generally accepted accounting principles.

Changes in Accounting Principles

As discussed in Note 3 to the consolidated financial statements, the Company has changed its method of accounting for leases as of December 30, 2018 due to the adoption of Accounting Standards Update (ASU) No. 2016-12, Leases (Topic 842).

As discussed in Note 3 to the consolidated financial statements, the Company has changed its method of accounting for revenue recognition as of December 31, 2017 due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606).

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Company’s auditor since 2021.

Cincinnati, Ohio

January 22, 2021

F-28

HMAN GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

​	December 28, 2019			December 29, 2018
ASSETS	​	​	​	​	​	​
Current assets:	​	​	​	​	​	​
Cash and cash equivalents	​	$	19,973	​	$	28,234
Accounts receivable, net of allowances of $1,891 ($846 – 2018)	​	​	88,374	​	​	110,799
Inventories, net	​	​	323,496	​	​	320,281
Other current assets	​	​	8,828	​	​	18,727
Total current assets	​	​	440,671	​	​	478,041
Property and equipment, net of accumulated depreciation of $179,791 ($131,169 – 2018)	​	​	205,160	​	​	208,279
Goodwill	​	​	819,077	​	​	803,847
Other intangibles, net of accumulated amortization of $232,060 ($176,677 – 2018)	​	​	882,430	​	​	930,525
Operating lease right of use assets	​	​	81,613	​	​	—
Deferred tax asset	​	​	702	​	​	—
Other assets	​	​	11,557	​	​	10,778
Total assets	​	$	2,441,210	​	$	2,431,470
LIABILITIES AND STOCKHOLDERS’ EQUITY	​	​	​	​	​	​
Current liabilities:	​	​	​	​	​	​
Accounts payable	​	$	125,042	​	$	135,059
Current portion of debt and capital lease obligations	​	​	11,358	​	​	10,985
Current portion of operating lease liabilities	​	​	11,459	​	​	—
Accrued expenses:	​	​	​	​	​	​
Salaries and wages	​	​	12,937	​	​	9,881
Pricing allowances	​	​	6,553	​	​	5,404
Income and other taxes	​	​	5,248	​	​	3,325
Interest	​	​	14,726	​	​	15,423
Other accrued expenses	​	​	21,545	​	​	17,941
Total current liabilities	​	​	208,868	​	​	198,018
Long-term debt	​	​	1,584,289	​	​	1,586,084
Deferred income taxes, net	​	​	196,437	​	​	200,696
Operating lease liabilities	​	​	73,227	​	​	—
Other non-current liabilities	​	​	33,287	​	​	7,565
Total liabilities	​	​	2,096,108	​	​	1,992,363
Commitments and Contingencies (Note 16)	​	​	—	​	​	—
Stockholders’ Equity:	​	​	​	​	​	​
Preferred stock, $.01 par, 200,000 shares authorized, none issued and outstanding at December 28, 2019 and December 29, 2018	​	​	—	​	​	—
Common stock, $.01 par, 1,800,000 shares authorized, 547,500 and 546,589 issued and outstanding at December 28, 2019 and December 29, 2018	​	​	5	​	​	5
Treasury stock at cost, 4,740 shares at December 28, 2019 and December 29, 2018	​	​	(4,320)	​	​	(4,320)
Additional paid-in capital	​	​	557,674	​	​	553,843
Accumulated deficit	​	​	(176,217)	​	​	(72,831)
Accumulated other comprehensive loss	​	​	(32,040)	​	​	(37,590)
Total stockholders’ equity	​	​	345,102	​	​	439,107
Total liabilities and stockholders’ equity	​	$	2,441,210	​	$	2,431,470

The Notes to Consolidated Financial Statements are an integral part of these statements.

F-29

HMAN GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(dollars in thousands, except per share amounts)

​	Year Ended December 28, 2019			Year Ended December 29, 2018			Year Ended December 30, 2017
Net sales	​	$	1,214,362	​	$	974,175	​	$	838,368
Cost of sales (exclusive of depreciation and amortization shown separately below)	​	​	693,881	​	​	537,885	​	​	455,717
Selling, general and administrative expenses	​	​	382,131	​	​	320,543	​	​	274,044
Depreciation	​	​	65,658	​	​	46,060	​	​	34,016
Amortization	​	​	58,910	​	​	44,572	​	​	38,109
Management fees to related party	​	​	562	​	​	546	​	​	519
Other (income) expense	​	​	5,525	​	​	(2,874)	​	​	459
Income from operations	​	​	7,695	​	​	27,443	​	​	35,504
Interest expense, net	​	​	101,613	​	​	70,545	​	​	51,018
Interest expense on junior subordinated debentures	​	​	12,608	​	​	12,608	​	​	12,608
Investment income on trust common securities	​	​	(378)	​	​	(378)	​	​	(378)
Loss (gain) on mark-to-market adjustment of interest rate swap	​	​	2,608	​	​	607	​	​	(1,481)
Refinancing costs	​	​	—	​	​	11,632	​	​	—
Loss before income taxes	​	​	(108,756)	​	​	(67,571)	​	​	(26,263)
Income tax expense (benefit)	​	​	(5,370)	​	​	2,070	​	​	(84,911)
Net income (loss)	​	$	(103,386)	​	$	(69,641)	​	$	58,648
Net income (loss) from above	​	$	(103,386)	​	$	(69,641)	​	$	58,648
Other comprehensive income (loss):	​	​	​	​	​	​	​	​	​
Foreign currency translation adjustments	​	​	5,550	​	​	(11,053)	​	​	7,845
Total other comprehensive income (loss)	​	​	5,550	​	​	(11,053)	​	​	7,845
Comprehensive income (loss)	​	$	(97,836)	​	$	(80,694)	​	$	66,493

The Notes to Consolidated Financial Statements are an integral part of these statements.

F-30

HMAN GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)

​	Year Ended December 28, 2019			Year Ended December 29, 2018			Year Ended December 30, 2017
Cash flows from operating activities:	​	​	​	​	​	​	​	​	​
Net income (loss)	​	$	(103,386)	​	$	(69,641)	​	$	58,648
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	​	​	​	​	​	​	​	​	​
Depreciation and amortization	​	​	124,568	​	​	90,632	​	​	72,125
(Gain) loss on dispositions of property and equipment	​	​	(573)	​	​	(5,988)	​	​	1,140
Impairment of long lived assets	​	​	7,887	​	​	837	​	​	1,569
Deferred income taxes	​	​	(5,679)	​	​	394	​	​	(85,874)
Deferred financing and original issue discount amortization	​	​	3,726	​	​	2,455	​	​	2,530
Loss on debt restructuring	​	​	—	​	​	11,632	​	​	—
Stock-based compensation expense	​	​	2,981	​	​	1,590	​	​	2,484
Gain on disposition of Australia assets	​	​	—	​	​	—	​	​	(638)
Other non-cash interest and change in value of interest rate swap	​	​	2,608	​	​	607	​	​	(1,481)
Changes in operating items:	​	​	​	​	​	​	​	​	​
Accounts receivable	​	​	22,863	​	​	7,934	​	​	(2,777)
Inventories	​	​	(3,205)	​	​	(68,978)	​	​	13,800
Other assets	​	​	2,878	​	​	(1,496)	​	​	517
Accounts payable	​	​	(11,975)	​	​	41,092	​	​	9,305
Other accrued liabilities	​	​	9,666	​	​	(3,523)	​	​	11,562
Net cash provided by operating activities	​	​	52,359	​	​	7,547	​	​	82,910
Cash flows from investing activities:	​	​	​	​	​	​	​	​	​
Acquisitions of businesses, net of cash acquired	​	​	(6,135)	​	​	(500,989)	​	​	(47,188)
Capital expenditures	​	​	(57,753)	​	​	(71,621)	​	​	(51,410)
Proceeds from sale of property and equipment	​	​	10,400	​	​	—	​	​	—
Other investing activities	​	​	—	​	​	—	​	​	(1,500)
Net cash used for investing activities	​	​	(53,488)	​	​	(572,610)	​	​	(100,098)
Cash flows from financing activities:	​	​	​	​	​	​	​	​	​
Borrowings on senior term loans, net of discount	​	​	—	​	​	1,050,050	​	​	—
Repayments of senior term loans	​	​	(10,608)	​	​	(532,488)	​	​	(5,500)
Borrowings of revolving credit loans	​	​	43,500	​	​	165,550	​	​	35,500
Repayments of revolving credit loans	​	​	(38,700)	​	​	(76,850)	​	​	(16,000)
Financing fees	​	​	(1,412)	​	​	(20,520)	​	​	—
Principal payments under capitalized lease obligations	​	​	(683)	​	​	(235)	​	​	(124)
Repurchase of common stock	​	​	—	​	​	(3,780)	​	​	—
Proceeds from exercise of stock options	​	​	100	​	​	200	​	​	—
Proceeds from sale of common stock	​	​	750	​	​	—	​	​	500
Net cash provided by (used for) financing activities	​	​	(7,053)	​	​	581,927	​	​	14,376
Effect of exchange rate changes on cash	​	​	(79)	​	​	1,433	​	​	(1,357)
Net increase (decrease) in cash and cash equivalents	​	​	(8,261)	​	​	18,297	​	​	(4,169)
Cash and cash equivalents at beginning of period	​	​	28,234	​	​	9,937	​	​	14,106
Cash and cash equivalents at end of period	​	$	19,973	​	$	28,234	​	$	9,937

The Notes to Consolidated Financial Statements are an integral part of these statements.

F-31

HMAN GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER’ EQUITY
(dollars and share amounts in thousands)

​

Number of shares outstanding

Common Stock

Additional Paid-in Capital

Treasury Stock

Retained Earnings (Accumulated Deficit)

Accumulated Other Comprehensive (Loss)

Total Stockholders’ Equity

​

Common Shares

Treasury Shares

Balance at December 31, 2016

​

546

​

(1)

​

$

5

​

$

549,069

​

$

(540)

​

$

(56,226)

​

$

(34,382)

​

$

457,926

Net Income

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

58,648

​

​

—

​

​

58,648

Stock-based compensation

​

—

​

—

​

​

—

​

​

2,484

​

​

—

​

​

—

​

​

—

​

​

2,484

Proceeds from sale of common stock

​

1

​

—

​

​

—

​

​

500

​

​

—

​

​

—

​

​

—

​

​

500

Restricted shares issued

​

1

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

Change in cumulative foreign currency translation adjustment

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

7,845

​

​

7,845

Balance at December 30, 2017

​

548

​

(1)

​

$

5

​

$

552,053

​

$

(540)

​

$

2,422

​

$

(26,537)

​

$

527,403

Net Loss

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

(69,641)

​

​

—

​

​

(69,641)

Stock-based compensation

​

—

​

—

​

​

—

​

​

1,590

​

​

—

​

​

—

​

​

—

​

​

1,590

Proceeds from exercise of stock options

​

—

​

—

​

​

—

​

​

200

​

​

—

​

​

—

​

​

—

​

​

200

Treasury stock purchases

​

—(4)

​

—

​

​

—

​

​

(3,780)

​

​

—

​

​

—

​

​

(3,780)

​

​

​

Cumulative effect of change in accounting principals

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

(5,612)

​

​

—

​

​

(5,612)

Change in cumulative foreign currency translation adjustment

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(11,053)

​

​

(11,053)

Balance at December 29, 2018

​

548

​

(5)

​

$

5

​

$

553,843

​

$

(4,320)

​

$

(72,831)

​

$

(37,590)

​

$

439,107

Net Loss

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

(103,386)

​

​

—

​

​

(103,386)

Stock-based compensation

​

—

​

—

​

​

—

​

​

2,981

​

​

—

​

​

—

​

​

—

​

​

2,981

Proceeds from exercise of stock options

​

—

​

—

​

​

—

​

​

100

​

​

—

​

​

—

​

​

—

​

​

100

Proceeds from sale of common stock

​

1

​

—

​

​

—

​

​

750

​

​

—

​

​

—

​

​

—

​

​

750

Change in cumulative foreign currency translation adjustment

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

5,550

​

​

5,550

Balance at December 28, 2019

​

549

​

(5)

​

$

5

​

$

557,674

​

$

(4,320)

​

$

(176,217)

​

$

(32,040)

​

$

345,102

The Notes to Consolidated Financial Statements are an integral part of these statements.

F-32

HMAN GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

1.   Basis of Presentation:

The accompanying financial statements include the consolidated accounts of HMAN Group Holdings, Inc. and its wholly-owned subsidiaries (collectively “Hillman” or the “Company”). Unless the context requires otherwise, references to “Hillman,” “Hillman Group”, “we,” “us,” “our,” or “our Company” refer to HMAN Group Holdings, Inc. and its wholly-owned subsidiaries. The Consolidated Financial Statements included herein have been prepared in accordance with accounting standards generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. References to 2019, 2018, and 2017 are for fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017, respectively.

Affiliates of CCMP Capital Advisors, LP (“CCMP”) own 80.4% of the Company’s outstanding common stock, affiliates of Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P. and OHCP III HC RO, L.P. (collectively “Oak Hill Funds”) own 16.9% of the Company’s outstanding common stock, and certain current and former members of management own 2.7% of the Company’s outstanding common stock.

The Company has a 52-53 week fiscal year ending on the last Saturday in December. In a 52 week fiscal year, each of the Company’s quarterly periods will comprise 13 weeks. The additional week in a 53 week fiscal year is added to the fourth quarter, making such quarter consist of 14 weeks.

Nature of Operations:

The Company is comprised of three separate operating business segments: (1)Hardware and Protective Solutions, (2) Robotics and Digital Solutions, and (3) Canada.

In the fourth quarter of 2019, the Company implemented a plan to restructure the management and operations of our U.S. business to achieve synergies and cost savings associated with the recent acquisitions. The restructuring plan includes management realignment, integration of sales and operations functions, and strategic review of our product offerings (see Note 15 — Restructuring of the Notes to Consolidated Financial Statements for additional details). In connection with the restructuring, and to better support the review of our results, the Company revised the classification of certain product categories and associated costs within the operating segment reporting structure. In the fourth quarter of 2019, the Company moved from a geographic segment structure to a hybrid product based and geographic structure. This change aligns the reportable segments with the information reviewed by the chief operating decision maker.

Hillman Group provides and, on a limited basis, produces products such as fasteners and related hardware items; threaded rod and metal shapes; keys, key duplication systems, and accessories; personal protective equipment such as gloves and eye-wear; builder’s hardware; and identification items, such as tags and letters, numbers, and signs, to retail outlets, primarily hardware stores, home centers and mass merchants, pet supply stores, grocery stores, and drug stores. The Canada segment also produces fasteners, stampings, fittings, and processes threaded parts for automotive suppliers, industrial Original Equipment Manufacturers (“OEMs”), and industrial distributors.

On November 8, 2017, the Company entered into an Asset Purchase Agreement with Hargis Industries, LP doing business as ST Fastening Systems (“STFS”) and other related parties, pursuant to which Hillman acquired substantially all of the assets and assumed certain liabilities of STFS. STFS, located in Tyler, Texas, specializes in manufacturing and distributing threaded self-drilling fasteners, foam closure strips, and other accessories to the steel-frame, post-frame, and residential building markets. Pursuant to the terms of the Asset Purchase Agreement, the Company paid a purchase price of $47,339 which reflects finalized purchase price accounting adjustments as of December 29, 2018. STFS resides within the Company’s Hardware and Protective Solutions reportable segment. See Note 5 — Acquisitions for additional information.

F-33

HMAN GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

On August 10, 2018, the Company completed the acquisition of Minute Key Holdings, Inc. (“MinuteKey”), an innovative leader in self-service key duplicating kiosks for a total consideration of $156,289, which reflects finalized purchase accounting adjustments as of December 28, 2019. MinuteKey has existing operations in the United States and Canada and be included in Hillman’s Robotics and Digital Solutions reportable segments. See Note 5 — Acquisitions for additional information.

On October 1, 2018, the Company completed the acquisition of Big Time Products (“Big Time”), a leading provider of personal protective and work gear products ranging from work gloves, tool belts and jobsite storage, for total consideration of $348,834, which reflects finalized purchase accounting adjustments as of December 28, 2019. Big Time has existing operations throughout North America and its operating results reside within the Company’s Hardware and Protective Solutions reportable segment. See Note 5 — Acquisitions for additional information.

On August 16, 2019, the Company acquired the assets of Sharp Systems, LLC (“Resharp”), a California-based innovative developer of automated knife sharpening systems, for a total purchase price of $21,100. Resharp has existing operations in the United States and its operating results reside within the Company’s Robotics and Digital Solutions reportable segment. See Note 5 — Acquisitions for additional information.

2.   Summary of Significant Accounting Policies:

Cash and Cash Equivalents:

Cash and cash equivalents consist of commercial paper, U.S. Treasury obligations, and other liquid securities purchased with initial maturities less than 90 days and are stated at cost which approximates fair value. The Company has foreign bank balances of approximately $9,301 and $6,943 at December 28, 2019 and December 29, 2018, respectively. The Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. The Company has not experienced any losses related to these balances. Management believes its credit risk is minimal.

Restricted Investments:

The Company’s restricted investments are trading securities carried at fair market value which represent assets held in a Rabbi Trust to fund deferred compensation liabilities owed to the Company’s employees. The current portion of the investments is included in other current assets and the long term portion in other assets on the accompanying Consolidated Balance Sheets. See Note 9 — Deferred Compensation Plan.

Accounts Receivable and Allowance for Doubtful Accounts:

The Company establishes the allowance for doubtful accounts using the specific identification method and also provides a reserve in the aggregate. The estimates for calculating the aggregate reserve are based on historical collection experience. Increases to the allowance for doubtful accounts result in a corresponding expense. The Company writes off individual accounts receivable when collection becomes improbable. The allowance for doubtful accounts was $1,891 and $846 as of December 28, 2019 and December 29, 2018, respectively.

In the years ended December 28, 2019 and December 29, 2018, the Company entered into agreements to sell, on an ongoing basis and without recourse, certain trade accounts receivable. The buyer is responsible for servicing the receivables. The sale of the receivables is accounted for in accordance with Financial Accounting Standards Board (“FASB”) ASC 860, Transfers and Servicing. Under that guidance, receivables are considered sold when they are transferred beyond the reach of the Company and its creditors, the purchaser has the right to pledge or exchange the receivables, and the Company has surrendered control over the transferred receivables. The Company has received proceeds from the sales of trade accounts receivable of approximately $292,432 and $215,833 for the years ended December 28, 2019 and December 29, 2018, respectively, and has included the proceeds in net cash provided by operating activities in the

F-34

HMAN GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

Consolidated Statements of Cash Flows. Related to the sale of accounts receivable, the Company recorded losses of approximately $2,923 and $2,233 for the years ended December 28, 2019 and December 29, 2018, respectively.

Inventories:

Inventories consisting predominantly of finished goods are valued at the lower of cost or net realizable value, cost being determined principally on the weighted average cost method. The historical usage rate is the primary factor used in assessing the net realizable value of excess and obsolete inventory. A reduction in the carrying value of an inventory item from cost to net realizable value is recorded for inventory with excess on-hand quantities as determined based on historic and projected sales, product category, and stage in the product life cycle.

Property and Equipment:

Property and equipment are carried at cost and include expenditures for new facilities and major renewals. For financial accounting purposes, depreciation is computed on the straight-line method over the estimated useful lives of the assets, generally two to 25 years. Assets acquired under capital leases are depreciated over the terms of the related leases. Maintenance and repairs are charged to expense as incurred. The Company capitalizes certain costs that are directly associated with the development of internally developed software, representing the historical cost of these assets. Once the software is completed and placed into service, such costs are amortized over the estimated useful lives. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and the resulting gain or loss is reflected in income (loss) from operations.

Property and equipment, net, consists of the following at December 28, 2019 and December 29, 2018:

​	Estimated Useful Life (Years)	2019			2018
Land	n/a	​	$	—	​	$	20
Buildings	25	​	​	—	​	​	341
Leasehold improvements	life of lease	​	​	10,982	​	​	8,273
Machinery and equipment	2 – 10	​	​	308,096	​	​	271,061
Computer equipment and software	2 – 5	​	​	60,412	​	​	53,471
Furniture and fixtures	6 – 8	​	​	2,749	​	​	2,629
Construction in process	​	​	​	2,712	​	​	3,653
Property and equipment, gross	​	​	​	384,951	​	​	339,448
Less: Accumulated depreciation	​	​	​	179,791	​	​	131,169
Property and equipment, net	​	​	$	205,160	​	$	208,279

Goodwill:

The Company has adopted ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates Step 2 from the goodwill impairment test and instead requires an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If, after assessing the totality of events or circumstances, the Company determines that the fair value of a reporting unit is less than the carrying value, then the Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

F-35

HMAN GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

The Company’s annual impairment assessment is performed for its reporting units as of October 1st. With the assistance of an independent third-party specialist, management assessed the value of the reporting units based on a discounted cash flow model and multiple of earnings. Assumptions critical to our fair value estimates under the discounted cash flow model include the discount rate, projected revenue growth and projected long-term growth rates in the determination of terminal values. The results of the quantitative assessment in 2019, 2018, and 2017 indicated that the fair value of each reporting unit was in excess of its carrying value. Therefore goodwill was not impaired as of our annual testing dates. In our annual review of goodwill for impairment in the fourth quarter of 2019, the fair value of each reporting unit exceeded its carrying value by over 5% of its carrying value.

No impairment charges were recorded in the years ended December 28, 2019, December 29, 2018, or December 30, 2017.

Goodwill amounts by reportable segment are summarized as follows:

Goodwill at
December 29,
2018 Acquisitions(1) Disposals Adjustments(2) Other(3) Goodwill at
December 28,
2019